Amended and Restated Limited Partnership Agreement



 Exhibit 10.2 
 Execution Version 
  

 
  

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT 
 OF 
 Oaktree Capital II, L.P. 

Dated as of May 25, 2007 
  

 
  

THE PARTNERSHIP UNITS OF OAKTREE CAPITAL II, L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. 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 SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND
CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS
WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. 







 Table of Contents 

 

							
	 	 	 	  	Page	 
	
	 ARTICLE I
	   

	
	 DEFINITIONS
	   

			
	 SECTION 1.01
	 	Definitions	  	 	1	  
	
	 ARTICLE II
	   

	
	 FORMATION, TERM, PURPOSE AND POWERS
	   

			
	 SECTION 2.01
	 	Formation	  	 	6	  
	 SECTION 2.02
	 	Name	  	 	7	  
	 SECTION 2.03
	 	Term	  	 	7	  
	 SECTION 2.04
	 	Offices	  	 	7	  
	 SECTION 2.05
	 	Agent for Service of Process	  	 	7	  
	 SECTION 2.06
	 	Business Purpose	  	 	7	  
	 SECTION 2.07
	 	Powers of the Partnership	  	 	7	  
	 SECTION 2.08
	 	Partners; Admission of New Partners	  	 	7	  
	 SECTION 2.09
	 	Withdrawal	  	 	8	  
	
	 ARTICLE III
	   

	
	 MANAGEMENT
	   

			
	 SECTION 3.01
	 	General Partner	  	 	8	  
	 SECTION 3.02
	 	Compensation	  	 	8	  
	 SECTION 3.03
	 	Expenses	  	 	9	  
	 SECTION 3.04
	 	Officers	  	 	9	  
	 SECTION 3.05
	 	Authority of Partners	  	 	9	  
	 SECTION 3.06
	 	Action by Written Consent or Ratification	  	 	9	  
	
	 ARTICLE IV
	   

	
	 DISTRIBUTIONS
	   

			
	 SECTION 4.01
	 	Distributions	  	 	10	  
	 SECTION 4.02
	 	Liquidation Distribution	  	 	10	  
	 SECTION 4.03
	 	Limitations on Distribution	  	 	10	  


  
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	 ARTICLE V
	   

	
	 CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
	   

	 TAX ALLOCATIONS; TAX MATTERS
	   

			
	 SECTION 5.01
	 	Initial Capital Contributions	  	 	10	  
	 SECTION 5.02
	 	No Additional Capital Contributions	  	 	10	  
	 SECTION 5.03
	 	Capital Accounts	  	 	10	  
	 SECTION 5.04
	 	Allocations of Profits and Losses	  	 	11	  
	 SECTION 5.05
	 	Special Allocations	  	 	11	  
	 SECTION 5.06
	 	Tax Allocations	  	 	12	  
	 SECTION 5.07
	 	Tax Advances	  	 	13	  
	 SECTION 5.08
	 	Tax Matters	  	 	13	  
	 SECTION 5.09
	 	Other Allocation Provisions	  	 	13	  
	
	 ARTICLE VI
	   

	
	 BOOKS AND RECORDS; REPORTS
	   

			
	 SECTION 6.01
	 	Books and Records	  	 	14	  
	
	 ARTICLE VII
	   

	
	 PARTNERSHIP UNITS
	   

			
	 SECTION 7.01
	 	Units	  	 	14	  
	 SECTION 7.02
	 	Register	  	 	15	  
	 SECTION 7.03
	 	Registered Partners	  	 	15	  
	
	 ARTICLE VIII
	   

	
	 VESTING; FORFEITURE OF INTERESTS; ADMISSION OF
	   

	 ADDITIONAL PARTNERS; TRANSFER RESTRICTIONS
	   

			
	 SECTION 8.01
	 	Units Subject to Vesting	  	 	15	  
	 SECTION 8.02
	 	Forfeiture of Unvested Units upon Trigger Event	  	 	15	  
	 SECTION 8.03
	 	Limited Partnership Transfers	  	 	16	  
	 SECTION 8.04
	 	Mandatory Exchanges	  	 	16	  
	 SECTION 8.05
	 	Further Restrictions	  	 	16	  
	 SECTION 8.06
	 	Rights of Assignees	  	 	17	  
	 SECTION 8.07
	 	Admissions, Withdrawals and Removals	  	 	17	  
	 SECTION 8.08
	 	Admission of Assignees as Substitute Limited Partners	  	 	17	  
	 SECTION 8.09
	 	Withdrawal and Removal of Limited Partners	  	 	18	  


  
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	 ARTICLE IX
	   

	
	 DISSOLUTION, LIQUIDATION AND TERMINATION
	   

			
	 SECTION 9.01
	 	No Dissolution	  	 	18	  
	 SECTION 9.02
	 	Events Causing Dissolution	  	 	18	  
	 SECTION 9.03
	 	Distribution upon Dissolution	  	 	19	  
	 SECTION 9.04
	 	Time for Liquidation	  	 	19	  
	 SECTION 9.05
	 	Termination	  	 	19	  
	 SECTION 9.06
	 	Claims of the Partners	  	 	19	  
	 SECTION 9.07
	 	Survival of Certain Provisions	  	 	20	  
	
	 ARTICLE X
	   

	
	 LIABILITY AND INDEMNIFICATION
	   

			
	 SECTION 10.01
	 	Liability of Partners	  	 	20	  
	 SECTION 10.02
	 	Indemnification	  	 	21	  
	
	 ARTICLE XI
	   

	
	 MISCELLANEOUS
	   

			
	 SECTION 11.01
	 	Severability	  	 	22	  
	 SECTION 11.02
	 	Notices	  	 	23	  
	 SECTION 11.03
	 	Cumulative Remedies	  	 	23	  
	 SECTION 11.04
	 	Binding Effect	  	 	23	  
	 SECTION 11.05
	 	Interpretation	  	 	24	  
	 SECTION 11.06
	 	Counterparts	  	 	24	  
	 SECTION 11.07
	 	Further Assurances	  	 	24	  
	 SECTION 11.08
	 	Entire Agreement	  	 	24	  
	 SECTION 11.09
	 	Governing Law	  	 	24	  
	 SECTION 11.10
	 	Arbitration of Disputes	  	 	24	  
	 SECTION 11.11
	 	Expenses	  	 	25	  
	 SECTION 11.12
	 	Amendments and Waivers	  	 	26	  
	 SECTION 11.13
	 	No Third Party Beneficiaries	  	 	27	  
	 SECTION 11.14
	 	Headings	  	 	27	  
	 SECTION 11.15
	 	Construction	  	 	27	  
	 SECTION 11.16
	 	Power of Attorney	  	 	27	  
	 SECTION 11.17
	 	Partnership Status	  	 	27	  


  
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 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT 

OF 

OAKTREE CAPITAL II, L.P. 
 This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree Capital II, L.P. (the “Partnership”) is made as of the 25th day of May, 2007, by and
among Oaktree Holdings, 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 Delaware Revised Uniform Limited Partnership Act, 6 Del. C.
Section 17-101, et seq., as it may be amended from time to time (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 11, 2007 (the “Original Agreement”); 
 WHEREAS, the parties hereto desire to enter into this Amended and Restated Limited Partnership Agreement of the Partnership and to permit the admission of the Limited Partners to the Partnership.

 NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby,
the parties hereto agree to amend and restate the Original Agreement (as defined herein) in its entirety to read as follows: 

ARTICLE I 

DEFINITIONS 

SECTION 1.01 Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being
equally applicable to both the singular and plural form of the terms defined): 
 “Act” has the
meaning set forth in the preamble of this Agreement. 
 “Adjusted Capital Account Balance”
means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4),
(5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such
Partner is obligated to restore pursuant to any provision of this Agreement or by applicable law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d)
and shall be interpreted consistently therewith. 







 “Affiliate” means, with respect to a specified Person, any
other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. 

“Agreement” has the meaning set forth in the preamble of this Agreement. 

“Assignee” has the meaning set forth in Section 8.06. 

“Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax
rate for a Fiscal Year prescribed for an individual or corporate resident in Los Angeles, California or New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of
the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income). 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’s operations. 

“Capital Account” means the separate capital account maintained for each Partner in accordance with
Section 5.03 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), net 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’s adjusted basis for U.S. federal income 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 1.704-1(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; (b) the date of the distribution
of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership Interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided however
that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. In the case
of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Net Income (Loss)”


  
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rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying
Value differs from tax basis. 
 “Certificate” has the meaning set forth in the preamble of this
Agreement. 
 “Class” means the classes of Units into which the interests in the Partnership may
be classified or divided from time to time pursuant to the provisions of this Agreement. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Contingencies” has the meaning set forth in Section 9.03(a). 

“Creditable Foreign Tax” means a foreign tax paid or accrued for United States federal income tax
purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A foreign tax is a creditable foreign tax for these purposes without regard to whether a partner receiving an
allocation of such foreign tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “creditable foreign tax” in Temporary Treasury Regulations
Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith. 
 “Disabling
Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act. 
 “Dissolution Event” has the meaning set forth in Section 9.02 of this Agreement. 
 “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, supplemented or restated from time to time, and any successor to such statute, and the rules and
regulations promulgated thereunder. 
 “Exchange Agreement” means one or more exchange
agreements providing for the exchange of Units and units in other members of the Oaktree Operating Group in accordance with the terms thereof. 
 “Exchange Transaction” means the distribution of Units by OCGH or other holder thereof to an employee of the Oaktree Operating Group or any other person pursuant to the terms of the
partnership agreement of OCGH, the Exchange Agreement or any other applicable document. 
 “Fiscal
Year” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31. 

“GAAP” means accounting principles generally accepted in the United States of America as in effect from
time to time. 

  
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 “General Partner” means Oaktree Holdings, Inc., a
corporation formed under the laws of the State of Delaware or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement. 

“Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an
order of incompetence, or the insanity, permanent disability or death of such Person. 

“Issuer” means Oaktree Capital Group, LLC, a limited liability company formed under the laws of the State
of Delaware, or any successor thereto. 
 “Law” means any statute, law, ordinance, regulation,
rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority
therefrom with jurisdiction over the Partnership or any Partner, as the case may be. 
 “Limited
Partner” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership. 
 “Liquidation Agent” has the meaning set forth in Section 9.03 of this Agreement. 
 “Net Taxable Income” has the meaning set forth in Section 4.01(b). 
 “Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the
net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c). 

“Oaktree Operating Group” means, collectively, the Partnership, Oaktree Capital I, L.P., a Delaware
limited partnership, Oaktree Capital Management, L.P., a Delaware limited partnership, Oaktree Capital Management (Cayman), L.P., a Cayman Islands limited partnership, and Oaktree Media Investments, L.P., a Delaware limited partnership, and any
other direct or indirect subsidiary of the Issuer (whether now existing or hereafter formed) that is designated as part of the Oaktree Operating Group by the Board of Directors of the Issuer. 

“OCGH” means Oaktree Capital Group Holdings, L.P., a Delaware limited partnership, and any successors
thereto. 
 “Original Agreement” has the meaning set forth in the preamble of this Agreement.

 “Partners” means, at any time, each person listed as a Partner (including the General
Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder. 
 “Partnership” has the meaning set forth in the preamble of this Agreement. 

  
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 “Partnership Minimum Gain” has the meaning set forth in
Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). 
 “Partner Nonrecourse Debt Minimum
Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a
nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3). 

“Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse
deductions” set forth in Treasury Regulations Section 1.704-2(i)(2). 
 “Person” means
any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof. 

“Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income
or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or
deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account
in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of
such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of
the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization
or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other
cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of
determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not
properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items. 
 “Similar Law” means any state, local, non-U.S. or other laws or regulations that would cause the underlying assets of the Partnership to be treated as assets of an investing entity by
virtue of its investment (or any beneficial interest) in the Partnership and thereby subject the Partnership, the General Partner or OCGH (or other Persons responsible for the investment and operation of the Partnership’s assets) to laws or
regulations that are similar 

  
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to the fiduciary responsibility or prohibited transaction provisions contained in Title 1 of ERISA or Section 4975 of the Code. 

“Tax Advances” has the meaning set forth in Section 5.07. 

“Tax Amount” has the meaning set forth in Section 4.01(b). 

“Tax Distributions” has the meaning set forth in Section 4.01(b). 

“Tax Matters Partner” has the meaning set forth in Section 5.08. 

“Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the
number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners. 
 “Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law,
including, without limitation, the exchange of any Unit for any other security and any transfer that is part of an Exchange Transaction. 
 “Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof. 

“Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated
under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). 
 “Trigger Event” means an event or events designated by the General Partner at the time of issuance of any Units subject to vesting upon the occurrence of which any unvested Units subject
to such Trigger Even shall be forfeit pursuant to Section 8.02. For the avoidance of doubt, the General Partner may designate as a Trigger Event for any particular Units the termination of the employment of a Person with any member of the
Oaktree Operating Group. 
 “Unit” means a unit issued by the Partnership and authorized in
accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and
credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to
comply with all terms and provisions of this Agreement. 
 ARTICLE II 

FORMATION, TERM, PURPOSE AND POWERS 
 SECTION 2.01 Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the filing on May 11, 2007 of the Certificate as provided in the


  
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preamble of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents
consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited
partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all
jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership. 

SECTION 2.02 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the
name of, Oaktree Capital II, L.P. 
 SECTION 2.03 Term. The term of the Partnership commenced on the date of the
filing of the Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.

 SECTION 2.04 Offices. The Partnership may have offices at such places either within or outside the State of
Delaware as the General Partner from time to time may select. 
 SECTION 2.05 Agent for Service of Process. The
Partnership’s registered agent for service of process in the State of Delaware shall be as set forth in the Certificate, as the same may be amended by the General Partner from time to time. 

SECTION 2.06 Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the
business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act. 
 SECTION 2.07 Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by
the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or
convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06. 
 SECTION
2.08 Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this
Agreement, are admitted as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights,
duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Article VIII; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate
supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time. 

  
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 SECTION 2.09 Withdrawal. No Partner shall have the right to withdraw as a
Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in
accordance with Section 8.07. 
 ARTICLE III 
 MANAGEMENT 
 SECTION 3.01 General Partner. (a) The business,
property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

 (b) Without limiting the foregoing provisions of this Section 3.01, the General Partner shall have the general power to
manage or cause the management of the Partnership (which may be delegated to officers of the Partnership), including, without limitation, the following powers: 
 (i) to develop and prepare a business plan each year; 
 (ii) to
execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Partnership; 

(iii) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other
contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; 
 (iv) to employ, retain, consult with and dismiss personnel; 
 (v)
to establish and enforce limits of authority and internal controls with respect to all personnel and functions; 

(vi) to engage attorneys, consultants and accountants for the Partnership; 

(vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of
account; and 
 (viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in
writing from time to time. 
 SECTION 3.02 Compensation. The General Partner shall not be entitled to any
compensation for services rendered to the Partnership in its capacity as General Partner. 

  
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 SECTION 3.03 Expenses. The Partnership shall bear and/or reimburse the General
Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership. 

SECTION 3.04 Officers. Subject to the direction and oversight of the General Partner, the day-to-day administration of the
business of the Partnership may be carried out by employees and agents who may be designated as officers by the General Partner, with titles as and to the extent authorized by the General Partner. The officers of the Partnership shall have such
titles and powers and perform such duties as shall be determined from time to time by the General Partner and otherwise as shall customarily pertain to such offices. Any number of offices may be held by the same person. All employees, agents and
officers shall be subject to the supervision and direction of the General Partner and may be removed from such office by the General Partner and the authority, duties or responsibilities of any employee, agent or officer of the Partnership may be
suspended by the General Partner from time to time, in each case in the sole discretion of the General Partner. The General Partner shall not cease to be a general partner of the Partnership as a result of the delegation of any duties hereunder. No
officer of the Partnership, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel, as a result of the performance of its duties hereunder or otherwise. 

SECTION 3.05 Authority of Partners. No Limited Partner, in its capacity as such, shall participate in or have any control
over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided
herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the
Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as
required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in
the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf
of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from
time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to
the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner. 
 SECTION 3.06 Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or
ratification is required consent thereto or provide a ratification in writing. 

  
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 ARTICLE IV 
 DISTRIBUTIONS 
 SECTION 4.01 Distributions. (a) The General
Partner, in its sole discretion, may authorize distributions by the Partnership to the Partners, which distributions shall be made pro rata in accordance with the Partners’ respective Total Percentage Interests. 

(b) In addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal
Year will give rise to taxable income for the Partners (“Net Taxable Income”), the General Partner shall cause the Partnership to distribute Available Cash in respect of income tax liabilities (the “Tax
Distributions”) pro rata in accordance with the Partners’ respective Total Percentage Interest to the extent that other distributions made by the Partnership for such year are otherwise insufficient to cover such tax
liabilities. The Tax Distributions payable with respect to a period shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V for such period, multiplied by the
Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit to a Partner under Section 743(b) of the Code will be ignored. The partnership shall make distributions under this
Section 4.01 quarterly based on the expected, estimated taxable income of the Partnership for the relevant quarter as reasonably determined by the General Partner, and within 90 days after the end of the Fiscal Year with respect to a Fiscal
Year. 
 SECTION 4.02 Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made
as provided in Section 9.03. 
 SECTION 4.03 Limitations on Distribution. Notwithstanding any provision to the
contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate Section 17-607 of the Act or other applicable Law. 

ARTICLE V 

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; 
 TAX ALLOCATIONS; TAX MATTERS 
 SECTION 5.01 Initial Capital
Contributions. The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Units as specified in the books and records of the Partnership. 

SECTION 5.02 No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be
required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner. 

SECTION 5.03 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and
maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated
to such Partner 

  
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pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant
to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the
liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be
credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the
extent it relates to the transferred interest. 
 SECTION 5.04 Allocations of Profits and Losses. Except as
otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after
giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound
up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the
Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of
assets. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership. 

SECTION 5.05 Special Allocations. Notwithstanding any other provision in this Article V: 

(a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain
(determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if
necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in
accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections 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). 
 (b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or
(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments,
allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of


  
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such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to
comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith. 

(c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the
sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury
Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this
Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b)
and this Section 5.05(c) were not in this Agreement. 
 (d) Nonrecourse Deductions. Nonrecourse Deductions shall be
allocated to the Partners in accordance with their respective Total Percentage Interests. 
 (e) Partner Nonrecourse
Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance
with Treasury Regulations Section 1.704-2(j). 
 (f) Creditable Foreign Taxes. Creditable Foreign Taxes for any
taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant
to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary
Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith. 
 (g) Ameliorative
Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net
amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had
not occurred. 
 SECTION 5.06 Tax Allocations. For income tax purposes, each item of income, gain, loss and
deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any
asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the
principles of Sections 704(b) and (c) of the Code (as determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference 

  
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between Carrying Value and adjusted basis of such asset; provided, further, that the Partnership shall use the traditional method (as such term is defined in Treas. Reg. section 1.704-3(b)(1))
for all Section 704(c) and “reverse Section 704(c)” allocations. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in
accordance with a partner’s interest in the Partnership. 
 SECTION 5.07 Tax Advances. To the extent the
General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner
(“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding
distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this
Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. 

SECTION 5.08 Tax Matters. The General Partner shall be the initial “tax matters partner” within the meaning of
Section 6231(a)(7) of the Code (the “Tax Matters Partner”). The Partnership shall file as a partnership for federal, state and local income tax purposes, except where otherwise required by Law. All elections required or
permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state or local tax matters of the Partnership, shall be made by the Tax Matters Partner, in consultation with the Partnership’s
attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner. The Tax Matters Partner shall keep the other Partners reasonably informed as to any tax actions, examinations
or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As
soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable state or local income tax Law,
with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners (or the direct or indirect owners of the Partners) to prepare and file
their own tax returns. 
 SECTION 5.09 Other Allocation Provisions. Certain of the foregoing provisions and the
other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections
5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations, so long as any such amendment does not materially change the relative economic
interests of the Partners. 

  
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 ARTICLE VI 
 BOOKS AND RECORDS; REPORTS 
 SECTION 6.01 Books and Records.
(a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP. 

(b) Except as limited by Section 6.01(c), each Limited Partner shall have the right to receive, for a purpose reasonably related to
such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense: 

(i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies
of all powers of attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and 
 (ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years. 

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its
sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the
Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential. 
 ARTICLE VII 
 PARTNERSHIP UNITS 

SECTION 7.01 Units. Interests in the Partnership shall be represented by Units. The Units initially are comprised of a single
Class. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such
designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof;
(ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the
Units (including sinking fund provisions); (v) whether such Unit is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit
will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units; and (viii) the right, if any, of the holder of each such Unit to vote on Partnership
matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include all Classes that
may be 

  
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established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise
specified in this Agreement. 
 SECTION 7.02 Register. The register of the Partnership shall be the definitive
record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership. 

SECTION 7.03 Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered
on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the Act or other applicable Law. 
 ARTICLE VIII 

VESTING; FORFEITURE OF INTERESTS; ADMISSION OF 
 ADDITIONAL PARTNERS; TRANSFER RESTRICTIONS 
 SECTION 8.01 Units Subject to
Vesting. (a) Subject to Section 8.02 or as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, the General Partner may issue Units
that are subject to vesting on a schedule determined by the General Partner at the time such Units are issued and reflected in the books and records of the Partnership. The General Partner shall designate a Trigger Event with respect to each Unit
issued that is subject to vesting, which shall be set forth in the books and records of the Partnership. All Units outstanding as of the date hereof are fully vested. 
 (b) In addition, the General Partner in its sole discretion may authorize the earlier vesting of all or a portion of any unvested Units owned by any one or more Limited Partners at any time and from time
to time, and in such event, such unvested Units shall vest and thereafter be vested Units for all purposes of this Agreement. Any such determination in the General Partner’s discretion in respect of unvested Units shall be final and binding.
Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in
equity or otherwise. 
 (c) Upon the vesting of any unvested Units in accordance with this Section 8.01, the General
Partner shall modify the books and records of the Partnership to reflect such vesting. 
 SECTION 8.02 Forfeiture of
Unvested Units upon Trigger Event. (a) Other than as set forth in Section 8.01(b) and except as agreed otherwise between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership,
upon the occurrence of a Trigger Event any unvested Units subject to such Trigger Event shall be immediately forfeited without any consideration, and such Limited Partner shall cease to own or have any rights with respect to such unvested Units.


  
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 (b) Upon the forfeiture of any unvested Units in accordance with this Section 8.02, the
General Partner shall modify the books and records of the Partnership to reflect such forfeiture. 
 SECTION
8.03 Limited Partnership Transfers. No Limited Partner or Assignee thereof may Transfer (other than as part of an Exchange Transaction) all or any portion of its Units (or beneficial interest therein) without the prior consent of the
General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General
Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively
among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in
accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. 

SECTION 8.04 Mandatory Exchanges. The General Partner may, with the consent of Partners whose Total Percentage Interests
exceed 75% of the Total Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them. 
 SECTION 8.05 Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: 

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; 

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any
applicable United States federal or state securities laws (including, without limitation, the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended) or other foreign securities laws or would constitute a
non-exempt distribution pursuant to applicable provincial or state securities laws; 
 (c) such Transfer would
not cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to
the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law,
or otherwise; 
 (d) to the extent requested by the General Partner, the Partnership does not receive such legal
and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound 

  
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by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion. 

SECTION 8.06 Rights of Assignees. Subject to Section 8.05, the transferee of any permitted Transfer pursuant to this
Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred
its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such Interest remaining with the
transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.08.

 SECTION 8.07 Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an
additional General Partner or substitute General Partner without the prior written consent or ratification of Partners whose Total Percentage Interests exceed 50% of the Total Percentage Interests of all Partners in the aggregate. A General Partner
will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). 

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with
Section 8.09 hereof. 
 (c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or
removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void. 

SECTION 8.08 Admission of Assignees as Substitute Limited Partners. An Assignee will become a substitute Limited Partner only
if and when each of the following conditions is satisfied: 
 (a) the General Partner consents in writing to such
admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion; 

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation,
copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion); 

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General
Partner to the effect that such Transfer is in compliance with this Agreement and all applicable laws; and 

  
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 (d) if required by the General Partner, the parties to the Transfer, or any
one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership). 

SECTION 8.09 Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited
Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner. 
 ARTICLE IX 
 DISSOLUTION, LIQUIDATION AND TERMINATION 

SECTION 9.01 No Dissolution. Except as required by the Act, Partnership shall not be dissolved by the admission of additional
Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any
and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets. 
 SECTION 9.02 Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution
Event”): 
 (a) the expiration of the term of the Partnership as provided in Section 2.03;

 (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon
the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of
the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other
Partners to carry on the business of the Partnership with the General Partner; 
 (c) any event which makes it
unlawful for the business of the Partnership to be carried on by the Partners; 
 (d) the written consent of all
Partners; 
 (e) any other event not inconsistent with any provision hereof causing a dissolution of the
Partnership under the Act; 
 (f) the Incapacity or removal of the General Partner or the occurrence of a
Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(f) if: (i) at the time of the
occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on 

  
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the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general
partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event, which consent shall be deemed (and if requested
each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Units then outstanding agree in writing to so continue the business of the Partnership.

 SECTION 9.03 Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall
continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take
full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any
liquidation shall be applied and distributed in the following order: 
 (a) First, to the satisfaction of debts
and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which
the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation
Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the
balance in the manner hereinafter provided in this Section 9.03; and 
 (b) The balance, if any, to the
Partners, pro rata to each of the Partners in accordance with their Total Percentage Interests. 
 SECTION
9.04 Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the
losses attendant upon such liquidation. 
 SECTION 9.05 Termination. The Partnership shall terminate when all of the
assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate shall
have been cancelled in the manner required by the Act. 
 SECTION 9.06 Claims of the Partners. The Partners shall
look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are
insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any
obligation to the Partnership or to the other 

  
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Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to
the extent required by the Act. 
 SECTION 9.07 Survival of Certain Provisions. Notwithstanding anything to the
contrary in this Agreement, the provisions of Section 10.02 and Section 11.09 shall survive the termination of the Partnership. 
 ARTICLE X 
 LIABILITY AND INDEMNIFICATION 

SECTION 10.01 Liability of Partners. (a) No Limited Partner shall be liable for any debt, obligation or liability of the
Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act. 

(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without
limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize,
acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act. 
 (c) To the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or
to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement.
The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity, are agreed by the
Partners to replace to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner). 
 (d) The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in
furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General
Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. 
 (e) Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision
(i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests,
and shall, to the fullest extent permitted by 

  
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applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or
under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards. 
 SECTION 10.02 Indemnification. (a) To the fullest extent permitted by law, the Partnership shall indemnify any person (and such person’s heirs, executors or administrators) who was
or is made or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding (brought in the right of the Partnership or otherwise), whether civil, criminal, administrative or
investigative, and whether formal or informal, including appeals, by reason of the fact that such person, or a person for whom such person was the legal representative, is or was a Partner (including without limitation, the General Partner) or a
director, officer or agent of a Partner (including without limitation, the General Partner) or the Partnership or, while a director, officer or agent of a Partner (including without limitation, the General Partner) or the Partnership, is or was
serving at the request of the Partnership as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise, for and against all
loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or
proceeding, including appeals; provided that such person shall not be entitled to indemnification hereunder only to the extent such person’s conduct constituted fraud, bad faith or willful misconduct. Notwithstanding the preceding
sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if
the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. 

(b) Advancement of Expenses. To the fullest extent permitted by law, the Partnership shall promptly pay expenses (including
attorneys’ fees) incurred by any person described in Section 10.02(a) in appearing at, participating in or defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals,
upon presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 10.02 or otherwise. Notwithstanding the preceding
sentence, except as otherwise provided in Section 10.02(c), the Partnership shall be required to pay expenses of a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person
only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the General Partner. 
 (c) Unpaid Claims. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full
within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses
under applicable law. 

  
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 (d) Insurance. To the fullest extent permitted by law, the Partnership may purchase
and maintain insurance on behalf of any person described in Section 10.02(a) against any liability asserted against such person, whether or not the Partnership would have the power to indemnify such person against such liability under the
provisions of this Section 10.02 or otherwise. 
 (e) Non-Exclusivity of Rights. The provisions of this
Section 10.02 shall be applicable to all actions, claims, suits or proceedings made or commenced after the date of this Agreement, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this
Section 10.02 shall be deemed to be a contract between the Partnership and each person entitled to indemnification under this Section 10.02 (or legal representative thereof) who serves in such capacity at any time while this
Section 10.02 and the relevant provisions of applicable law, if any, are in effect, and any amendment, modification or repeal hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit
or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Section 10.02 shall be found to be invalid or limited
in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Section 10.02 shall neither be exclusive of, nor be deemed in limitation of,
any rights to which any person may otherwise be or become entitled or permitted by contract, this Partnership Agreement or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity, it being the
policy of the Partnership that indemnification of any person whom the Partnership is obligated to indemnify pursuant to Section 10.02(a) shall be made to the fullest extent permitted by law. 

For purposes of this Section 10.02, references to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Partnership” shall include any service as a director, officer, employee or
agent of the Partnership which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. 

This Section 10.02 shall not limit the right of the Partnership, to the extent and in the manner permitted by law, to indemnify and
to advance expenses to, and purchase and maintain insurance on behalf of, persons other than persons described in Section 10.02(a). 
 ARTICLE XI 
 MISCELLANEOUS 

SECTION 11.01 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of
being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any
manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually 

  
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acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 

SECTION 11.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and
shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02): 

(a) If to the Partnership, to: 
 Oaktree Capital II, L.P. 
 333 South Grand
Avenue, 28th Floor 

Los Angeles, CA 90071 
 Attention: General Counsel 
 Fax: (213) 830-8545 

Electronic Mail: tmolz@oaktreecap.com 
 (b) If to any Partner, to: 
 c/o Oaktree Holdings, Inc.

 333 South Grand Avenue, 28th Floor 
 Los Angeles, CA 90071 
 Attention: General Counsel 

Fax: (213) 830-8545 
 Electronic Mail: tmolz@oaktreecap.com 
 (c) If to the General Partner, to:

 Oaktree Holdings, Inc. 

333 South Grand Avenue, 28th Floor 
 Los Angeles, CA 90071 
 Attention: General Counsel 

Fax: (213) 830-8545 
 Electronic Mail: tmolz@oaktreecap.com 
 SECTION 11.03 Cumulative
Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in
addition to any other rights the parties may have by Law. 
 SECTION 11.04 Binding Effect. This Agreement shall be
binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns. 

  
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 SECTION 11.05 Interpretation. Throughout this Agreement, nouns, pronouns and
verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding
provisions of this Agreement. 
 SECTION 11.06 Counterparts. This Agreement may be executed and delivered (including
by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one
and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 11.06. 

SECTION 11.07 Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other
documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 
 SECTION
11.08 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. 

SECTION 11.09 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of
Delaware. 
 SECTION 11.10 Arbitration of Disputes. Any and all disputes, claims or controversies arising out of or
relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (i) the Partnership, (ii) any Limited Partner’s rights and obligations hereunder, (iii) the validity or scope of
any provision of this Agreement, (iv) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.10 and (v) the power and authority of any arbitrator selected hereunder, that are not resolved by
mutual agreement shall be submitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. A party hereto
may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 3.1.
The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties to the
arbitration shall cooperate with JAMS and with each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge
or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided, that if no such person is both willing and able to undertake such a role, the parties to
the arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of Delaware. The parties to
the arbitration shall participate in the arbitration in good faith. Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.10 to be enforceable, and all other costs of arbitration
shall be shared equally between the parties to the arbitration. 

  
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 No party to an arbitration shall be entitled to undertake discovery in the arbitration;
provided, that, if discovery is required by applicable law, discovery shall not exceed (i) one witness deposition plus the depositions of any expert designated by the other party or parties, (ii) two interrogatories, (iii) ten
document requests and (iv) ten requests for admissions; provided, further, that additional discovery may be permitted to the extent such additional discovery is required by applicable law for this Section 11.10 to be
enforceable. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that
was not requested by a party to the dispute, and the jurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition
for such relief. 
 The provisions of this Section 11.10 may be enforced by any court of competent jurisdiction, and, to
the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of
this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.10 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this
Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. 

The details of any arbitration pursuant to this Section 11.10, including the existence and/or outcome of such arbitration and any
information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided, that such party may make such disclosures as
are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed
information in connection with any arbitration pursuant to this Section 11.10 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for
information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party
shall (i) promptly notify the other party to the arbitration and (ii) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure,
or otherwise protect the confidentiality, of such information. 
 For the avoidance of doubt, (i) any arbitration pursuant
to this Section 11.10 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (ii) any arbitration pursuant to this Section 11.10 of disputes, claims or controversies arising
out of or relating to this Agreement is intended to be separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this
Agreement. 
 SECTION 11.11 Expenses. Except as otherwise specified in this Agreement, the Partnership shall be
responsible for all costs and expenses, including, without limitation, fees and 

  
 25 









 
disbursements of counsel, financial advisors and accountants, incurred in connection with its operation. 
 SECTION 11.12 Amendments and Waivers. (a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner;
provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Total Percentage
Interests of the Class affected; provided further, that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to,
acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection
with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of
the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General
Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; (v) a change in the Fiscal Year or taxable year of the Partnership and any other
changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

 (b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay
beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law. 
 (c) The General
Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any
similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with
all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the
performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(b) and
(c), and (iv) any other related amendments. 
 (d) Except as may be otherwise required by law in connection with the
winding-up, liquidation, or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.


  
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 SECTION 11.13 No Third Party Beneficiaries. This Agreement shall be binding upon
and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 hereof). 
 SECTION
11.14 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof. 
 SECTION 11.15 Construction. Each party hereto acknowledges and agrees it has had the
opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any
dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty,
the language of a contract should be interpreted most strongly against the party who drafted such language. 
 SECTION
11.16 Power of Attorney. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full
power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate
of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners
have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04) and Law or to permit the
Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner
deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the
provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates
required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. 
 SECTION
11.17 Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes. 

  
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 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this
Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated. 
  

			
	 GENERAL PARTNER:
 OAKTREE HOLDINGS, INC.

		
	By:	 	/S/ TODD MOLZ
		 	Name: Todd Molz
		 	Title: Vice President
		
	By:	 	/S/ RICHARD TING
		 	Name: Richard Ting
		 	Title: Vice President


  

			
	 LIMITED PARTNERS:
 OAKTREE HOLDINGS, INC.

		
	By:	 	/S/ TODD MOLZ
		 	Name: Todd Molz
		 	Title: Vice President
		
	By:	 	/S/ RICHARD TING
		 	Name: Richard Ting
		 	Title: Vice President



  








 
			
	 OAKTREE CAPITAL GROUP HOLDINGS, L.P.
 By: Oaktree Capital Group Holdings GP, LLC, its         general partner

		
	By:	 	/S/ TODD MOLZ
		 	Name: Todd Molz
		 	Title: Managing Director and General Counsel
		
	By:	 	/S/ RICHARD TING
		 	Name: Richard Ting
		 	Title: Senior Vice President