exhibit102-oaktreecapita






Error! Unknown document property name.                                                                                                                                             Exhibit 10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT    OF    Oaktree Capital Management (Cayman), L.P.        Dated as of April 7, 2022       THE PARTNERSHIP UNITS OF OAKTREE CAPITAL MANAGEMENT (CAYMAN), L.P.  HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS  AMENDED (THE “SECURITIES ACT”), 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 THIRD AMENDED AND RESTATED  LIMITED PARTNERSHIP AGREEMENT.  SUCH UNITS MAY NOT BE TRANSFERRED  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.  





 






   -i-  Table of Contents  Page  ARTICLE I    DEFINITIONS  SECTION 1.01   Definitions ................................................................................................2  ARTICLE II    FORMATION, TERM, PURPOSE AND POWERS  SECTION 2.01   Formation ...............................................................................................12  SECTION 2.02   Name ......................................................................................................12  SECTION 2.03   Term .......................................................................................................12  SECTION 2.04   Offices ....................................................................................................12  SECTION 2.05   Agent for Service of Process ..................................................................13  SECTION 2.06   Business Purpose....................................................................................13  SECTION 2.07   Powers of the Partnership ......................................................................13  SECTION 2.08   Partners; Admission of New Partners ....................................................13  SECTION 2.09   Withdrawal .............................................................................................13  ARTICLE III    MANAGEMENT  SECTION 3.01   General Partner ......................................................................................13  SECTION 3.02   Compensation.........................................................................................14  SECTION 3.03   Expenses.................................................................................................15  SECTION 3.04   Officers...................................................................................................15  SECTION 3.05   Authority of Partners ..............................................................................15  SECTION 3.06   Action by Written Consent or Ratification ............................................16  SECTION 3.07   Brookfield-Owned Units ........................................................................16  ARTICLE IV    DISTRIBUTIONS  SECTION 4.01   Distributions. ..........................................................................................16  SECTION 4.02   Distributions Relating to Notes. .............................................................17  SECTION 4.03   Certain Special Distributions. ................................................................22  SECTION 4.04   Tax Indemnity ........................................................................................23  SECTION 4.05   Liquidation Distribution .........................................................................23  SECTION 4.06   Limitations on Distribution ....................................................................23  





 






   -ii-  ARTICLE V    CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;  TAX ALLOCATIONS; TAX MATTERS  SECTION 5.01   Initial Capital Contributions...................................................................25  SECTION 5.02   No Additional Capital Contributions .....................................................25  SECTION 5.03   Capital Accounts ....................................................................................25  SECTION 5.04   Allocations of Profits and Losses...........................................................25  SECTION 5.05   Special Allocations ................................................................................25  SECTION 5.06   Tax Allocations ......................................................................................27  SECTION 5.07   Tax Advances .........................................................................................27  SECTION 5.08   Tax Matters ............................................................................................27  SECTION 5.09   Other Allocation Provisions ...................................................................28  SECTION 5.10   Adjustment to Membership Interests .....................................................28  ARTICLE VI    BOOKS AND RECORDS; REPORTS  SECTION 6.01   Books and Records.................................................................................29  ARTICLE VII    PARTNERSHIP UNITS  SECTION 7.01   Units .......................................................................................................30  SECTION 7.02   Register ..................................................................................................31  SECTION 7.03   Registered Partners ................................................................................31  SECTION 7.04   Ownership of Units ................................................................................31  ARTICLE VIII    VESTED UNITS; CANCELLATION OF UNITS; ADMISSION OF   ADDITIONAL PARTNERS; TRANSFER RESTRICTIONS  SECTION 8.01   Vested Units ...........................................................................................32  SECTION 8.02   Cancellation of Units .............................................................................32  SECTION 8.03   Limited Partnership Transfers ................................................................32  SECTION 8.04   [Reserved] ..............................................................................................32  SECTION 8.05   Further Restrictions ................................................................................32  SECTION 8.06   Assignees ...............................................................................................33  SECTION 8.07   Admissions, Withdrawals and Removals...............................................33  SECTION 8.08   [Reserved] ..............................................................................................34  SECTION 8.09   Withdrawal and Removal of Limited Partners ......................................34  





 






   -iii-  ARTICLE IX    DISSOLUTION, LIQUIDATION AND TERMINATION  SECTION 9.01   No Dissolution .......................................................................................34  SECTION 9.02   Events Causing Dissolution ...................................................................34  SECTION 9.03   Distribution upon Dissolution. ...............................................................35  SECTION 9.04   Time for Liquidation ..............................................................................36  SECTION 9.05   Termination ............................................................................................36  SECTION 9.06   Claims of the Partners ............................................................................36  SECTION 9.07   Survival of Certain Provisions ...............................................................36  ARTICLE X    EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE  SECTION 10.01   Exculpation, Indemnification, Advances and Insurance ......................36  ARTICLE XI    MISCELLANEOUS  SECTION 11.01   Addresses and Notices .........................................................................42  SECTION 11.02   Further Action ......................................................................................43  SECTION 11.03   Binding Effect ......................................................................................44  SECTION 11.04   Integration ............................................................................................44  SECTION 11.05   Interpretation ........................................................................................44  SECTION 11.06   Creditors ...............................................................................................44  SECTION 11.07   Waiver ..................................................................................................44  SECTION 11.08   Counterparts .........................................................................................44  SECTION 11.09   Invalidity of Provisions ........................................................................44  SECTION 11.10   Applicable Law ....................................................................................44  SECTION 11.11   Consent of Partners ..............................................................................44  SECTION 11.12   Facsimile Signatures ............................................................................45  SECTION 11.13   Arbitration of Disputes.........................................................................45  SECTION 11.14   Cumulative Remedies ..........................................................................46  SECTION 11.15   Expenses...............................................................................................46  SECTION 11.16   Further Assurances ...............................................................................46  SECTION 11.17   Amendments and Waivers ...................................................................46  SECTION 11.18   No Third Party Beneficiaries ...............................................................47  SECTION 11.19   Headings...............................................................................................47  SECTION 11.20   Construction .........................................................................................47  SECTION 11.21   Power of Attorney ................................................................................48  SECTION 11.22   Partnership Status .................................................................................48      





 






   1  THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT  OF  OAKTREE CAPITAL MANAGEMENT (CAYMAN), L.P.    This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP  AGREEMENT (this “Agreement”) of Oaktree Capital Management (Cayman), L.P., a Cayman  Islands exempted limited partnership (the “Partnership”), is dated as of the 7th day of April 2022  (the “Effective Date”), by and among Oaktree Holdings, Ltd., a Cayman Islands limited company  (“Holdings”), as the sole general partner of the Partnership (the “General Partner”), and the limited  partners of the Partnership (in their capacity as such, the “Limited Partners”).   WHEREAS, the Partnership was formed as a limited partnership pursuant to the  Exempted Limited Partnership Law of the Cayman Islands, as it may be amended from time to  time (the “Act”), by the registration of the Partnership as an exempted limited partnership in the  Cayman Islands and the execution of the Limited Partnership Agreement of the Partnership dated  as of April 13, 2007 (the “Original Agreement”);  WHEREAS, the Original Agreement was amended and restated in its entirety by  an Amended and Restated Limited Partnership Agreement (the “First Amended Agreement”)  dated as of May 25, 2007;  WHEREAS, the First Amended Agreement was amended and restated in its  entirety by a Second Amended and Restated Limited Partnership Agreement (the “Second  Amended Agreement”) dated as of September 30, 2019 and effective as of October 1, 2019;  WHEREAS, Oaktree Equity Plan, L.P., a Delaware limited partnership (“OEP”),  was formed to hold certain Units (as defined below) as more fully described herein;  WHEREAS, in furtherance of OEP’s management equity plan, upon the issuance  of the Class P Common Units (as defined below), a corresponding number of Common Units (as  defined below) owned by Brookfield (as defined below) were cancelled;  WHEREAS, as of the Effective Date, (a) Holdings is both the general partner of  the Partnership and a Limited Partner, (b) Oaktree Capital Group Holdings, L.P., a Delaware  limited partnership (“OCGH”) is a Limited Partner and (c) OEP is hereby being admitted as a  Limited Partner, with the effect that, immediately after such admission, (i) the sole general partner  of the Partnership remains Holdings, and (ii) the sole Limited Partners are Holdings, OCGH and  OEP;   WHEREAS, the undersigned, constituting the General Partner and all of the  Limited Partners, desire to enter into this Third Amended and Restated Limited Partnership  Agreement of the Partnership to amend, restate and replace the Second Amended Agreement in its  entirety;   





 






   2  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 Second Amended Agreement 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 recitals to this Agreement.  “Adjusted Capital Account Balance” means, with respect to each Partner, the  balance in such Partner’s Capital Account adjusted (a) 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 (b) 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 any Person, any other Person that directly or  indirectly through one or more intermediaries Controls, is Controlled by or is under  common Control with the Person in question; provided that no Investment Fund or  Portfolio Company shall be an “Affiliate” of any of (a) the Partnership or any Subsidiary  thereof, (b) any Partner or any Affiliate of such Partner, or (c) Brookfield or any of  Brookfield’s Subsidiaries.  Notwithstanding anything to the contrary herein, (i) none of  OCGH, OEP, the Partnership, the Partnership’s Subsidiaries nor any Oaktree Operating  Group Member shall be deemed to be an Affiliate of the Brookfield Member, Brookfield  or any of Brookfield’s Subsidiaries, other than, following the expiration of the Initial  Period, each of the Partnership, the Partnership’s Subsidiaries and the Oaktree Operating  Group Members shall be deemed to be Affiliates of the Brookfield Member, Brookfield  and Brookfield’s Subsidiaries, and (ii) the Parent Fiduciary Entities (as defined in the OCG  Operating Agreement) shall not be deemed to be Affiliates of the Brookfield Member,  OCGH, OEP, the Partnership, any Partnership Subsidiary or any Oaktree Operating Group  Member.  “Agreement” has the meaning set forth in the preamble of this Agreement.  “AOH” means Atlas OCM Holdings LLC, a Delaware limited liability company.  “Applicable Charge” has the meaning set forth in Section 4.07.  “Applicable Percentage” has the meaning set forth in Section 4.04.  





 






   3  “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.  “Atlas” means Atlas Holdings, LLC, a Delaware limited liability company, or any  successor  thereof designated by Brookfield.  “Atlas Note” has the meaning set forth in the Exchange Agreement.   “Atlas Notes Issuer” means Atlas.  “Available Cash” means, with respect to any fiscal period, the portion of Adjusted  Distributable Earnings (as defined in the Cash Distribution Policy) that is determined to be  attributable to the Partnership, which determination shall, in the event any ExchangeCo  Notes are then outstanding, be made in good faith by OCG.  “Base Amount” has the meaning set forth in Section 4.02(a)(i).  “Base Value” means, with respect to the Units held by OEP, an amount equal to  the product of (i) a dollar amount to be mutually agreed upon in writing among the  Brookfield Member, OEP and the General Partner , multiplied by (ii) the number of Units  held by OEP as of the date of determination; provided, that, the aggregate sum of the Base  Value and each amount equal to the “Base Value” (or similar term) as set forth in the  governing agreement of each Other OpCo shall equal $67.41.  “Beneficially Own” has the meaning set forth in the OCG Operating Agreement.  “Board of Directors” means the board of directors of OCG, including any  committee thereof appointed pursuant to Section 6.13 of the OCG Operating Agreement.   “Brookfield” means Brookfield Asset Management Inc., a corporation incorporated  under the laws of the Province of Ontario.   “Brookfield LP” means any Limited Partner who holds Brookfield-Owned Units.   As of the Effective Date, the sole Brookfield LP is Holdings.  “Brookfield Member” means Brookfield US Holdings, Inc., a Delaware  corporation, and any successors thereto.  “Brookfield Tax/TPE Amounts” has the meaning set forth in Section 4.02(b).  





 






   4  “Brookfield-Owned Other OpCo Units” means the partnership (or equivalent) units  of the Other OpCos, that are directly or indirectly owned by Brookfield.   “Brookfield-Owned Units” has the meaning set forth in Section 7.04(b).   “Capital Account” means the separate capital account maintained for each Partner  in accordance with Section 5.03.  “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  “Profits” and “Losses” 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.  “Cash Distribution Policy” has the meaning set forth in the OCG Operating  Agreement.  “Certificate” means the Certificate of Limited Partnership.  “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.  “Class P Common Unit” means a Unit of the Partnership with an interest in the  profits of the Partnership, as more fully described in Section 4.07.  “Class P Preferred Unit” means a Unit of the Partnership with an interest in the  Applicable Charge, as more fully described in Section 4.07.  





 






   5  “Class P Preferred Units Liquidation Amount” has the meaning set forth in Section  9.03(a)(ii).  “Class A Unit” means a Unit (as defined in the OCG Operating Agreement) of OCG  that is a common unit designated as a “Class A Unit” pursuant to the terms of the OCG  Operating Agreement.   “Closing Cash Amount” has the meaning set forth in Section 4.03(c).   “Code” means the Internal Revenue Code of 1986, as amended from time to time.   “Common Unit” means a Unit of the Partnership, other than (i) any EVU B2B Unit,  (ii) any Class P Common Unit, (iii) any Class P Preferred Unit and (iv) any other Unit that  has been designated as a separate Class from the Common Units.  “Consent Rights” has the meaning set forth in the OCG Operating Agreement.  “Contingencies” has the meaning set forth in Section 9.03(a).  “Control” means the possession, direct or indirect, of the power to direct or cause  the direction of the management and policies of a Person, whether through ownership of  voting securities, by contract or otherwise.   “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.  “DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C.  Section 101, et seq., as amended, supplemented or restated from time to time, and any  successor to such statute.  “Disabling Event” means the General Partner ceasing to be the general partner of  the Partnership pursuant to the Act.  “Dissolution Event” has the meaning set forth in Section 9.02.  “Effective Date” has the meaning set forth in the preamble 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.  “EVU B2B Units” has the meaning set forth in Section 7.01.  





 






   6  “Exchange Agreement” means that certain Third Amended and Restated Exchange  Agreement, dated as of September 30, 2019, by and among Atlas Holdings LLC, Atlas  OCM Holdings, LLC, OCG, OCM Holdings I, LLC, Oaktree New Holdings, LLC, Oaktree  AIF Holdings II, LLC, Oaktree Holdings, Ltd., OCGH, ExchangeCo and the other parties  thereto from time to time, as the same may be amended, supplemented or restated from  time to time.  “ExchangeCo” means OCGH ExchangeCo, L.P., a Delaware limited partnership.   “ExchangeCo Note” has the meaning set forth in the Exchange Agreement.   “ExchangeCo Note Issuer” has the meaning set forth in Section 4.02.  “ExchangeCo Note Purchase Agreement” has the meaning set forth in the  Exchange Agreement.   “Exchange Transaction” means (i) any disposition of Units by OCGH or any other  holder thereof to any person pursuant to the terms of the Exchange Agreement or (ii) any  disposition of Units by OEP or any other holder thereof to any person pursuant to the terms  of the OEP Exchange Agreement, as the context requires.   “First Amended Agreement” has the meaning set forth in the recitals to this  Agreement.  “Fiscal Year” means any 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.  “General Partner” has the meaning set forth in the preamble to this Agreement and  includes any successor general partner admitted to the Partnership in accordance with the  terms of this Agreement. As of the Effective Date, the General Partner is Holdings.  “Governmental Entity” means any legislature, court, administrative agency,  regulatory body, commission or other governmental authority, board, bureau or  instrumentality, domestic or foreign and any subdivision thereof.  “Group Expenses” has the meaning set forth in the Cash Distribution Policy.  “Holdings” has the meaning set forth in the preamble 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.  “Indemnified Person” means (a) any Person who is or was a Partner, Officer, or  Partnership Representative (together with any “designated individual” within the meaning  





 






   7  of Treasury Regulations Section 301.6223-1(b)(3) (or any similar or comparable  provisions of state or local Law)) of the Partnership, (b) any Person who is or was an  officer, director, member, manager, partner, Partnership Representative (together with any  “designated individual” within the meaning of Treasury Regulations Section 301.6223- 1(b)(3) (or any similar or comparable provisions of state or local Law)), agent, fiduciary or  trustee of any Subsidiary of the Partnership or any Affiliate thereof, (c) any Person who is  or was serving at the request of the Partnership or an Affiliate as an officer, director,  member, manager, partner, Partnership Representative, agent, fiduciary or trustee of  another Person (including any Subsidiary); provided that a Person shall not be an  Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary  or custodial services, and (d) any Person the Partners mutually designate as an  “Indemnified Person” for purposes of this Agreement.   “Indemnitor Member” has the meaning set forth in Section 10.01(u).   “Initial Period” has the meaning set forth in the OCG Operating Agreement.  “Intermediate Subsidiary” means each Subsidiary of Atlas, AOH or OCG that is  within the chain of ownership between any of Atlas, AOH or OCG, as applicable, and any  Oaktree Operating Group Member.  For the avoidance of doubt, Intermediate Subsidiaries  exclude the Oaktree Operating Group Members, the Subsidiaries of any Oaktree Operating  Group Member, Atlas FinCo Inc. and Atlas SubCo LLC.  “Investment Fund” has the meaning set forth in the OCG Operating Agreement.  “JAMS” has the meaning set forth in Section 11.13.  “Law” means any federal, state, local, non-U.S. or other law (including common  law), statute, code, ordinance, rule or regulation or other requirement enacted,  promulgated, issued, entered or put into effect by a Governmental Entity.  “Limited Partner” has the meaning set forth in the preamble to this Agreement and  includes any other Person admitted to the Partnership as a Limited Partner in accordance  with the terms of this Agreement.  As of the Effective Date, the sole Limited Partners are  (a) OCGH, (b) OEP and (c)  Holdings.  “Liquidation Agent” has the meaning set forth in Section 9.03(a).  “Merger” has the meaning set forth in Section 4.04.   “Merger Agreement” has the meaning set forth Section 4.04.   “Merger Closing Date” has the meaning assigned to the term “Closing Date” in the  Merger Agreement.   “Miscellaneous Amounts” has the meaning set forth in Section 4.02(a)(i).  “Net Taxable Income” has the meaning set forth in Section 4.01(b).    





 






   8  “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).  “Note” has the meaning set forth in Section 4.02(b).  “Notes Issuer” means, as applicable, the Atlas Notes Issuer or an ExchangeCo  Notes Issuer.  “Oaktree Business” has the meaning set forth in the OCG Operating Agreement.  “Oaktree Director” has the meaning set forth in the OCG Operating Agreement.  “Oaktree Operating Group” means, collectively, the entities (a) in or over which (i)  each of OCGH, OEP and either OCG or Atlas Holdings LLC (or any successor thereof)  have an economic interest and (ii) AOH or OCG has Control and (b) through which the  Oaktree Business is conducted or the Oaktree Strategy is pursued.  For the avoidance of  doubt, each of the following entities are part of the Oaktree Operating Group as of the  Effective Date: Oaktree Capital I, L.P., Oaktree Capital II, L.P., Oaktree Capital  Management, L.P., Oaktree Investment Holdings, L.P., Oaktree AIF Investments, L.P.,  each a Delaware limited partnership, the Partnership, and any other Subsidiary of OCG,  Atlas or AOH (whether now existing or hereafter formed) that is designated part of the  Oaktree Operating Group by the Board of Directors (with, prior to the expiration of the  Initial Period, the prior written consent of the Brookfield Member and, after the Initial  Period, the prior written consent of OCGH, in each case, not to be unreasonably withheld,  delayed or conditioned).  For the further avoidance of doubt, unless the Board of Directors  (with, prior to the expiration of the Initial Period, the prior written consent of the Brookfield  Member and, after the Initial Period, the prior written consent of OCGH, in each case, not  to be unreasonably withheld, delayed or conditioned) determines otherwise, none of  Oaktree New Holdings, LLC, a Delaware limited liability company, AOH, OCG, OCM  Holdings I, LLC, a Delaware limited liability company, Oaktree AIF Holdings II, LLC, a  Delaware limited liability company, or Oaktree Holdings, Ltd., a Cayman Islands  exempted limited liability company, shall be included in the Oaktree Operating Group.  “Oaktree Operating Group Member” means any partnership or other entity that is  a part of the Oaktree Operating Group.  “Oaktree Operating Group Unit” means (i) the aggregate of one common unit in  each of the Oaktree Operating Group Members, representing a common equity interest in  each such entity and (ii) the aggregate of one Class P Common Unit (and similar unit of  the other Oaktree Operating Group Members) in each of the Oaktree Operating Group  Members, representing a common equity interest in each such entity, but subject to the  Applicable Charge (or similar charge with respect to the other Oaktree Operating Group  Members).   “Oaktree Strategy” has the meaning set forth in the OCG Operating Agreement.  





 






   9  “OCG” means Oaktree Capital Group, LLC, a Delaware limited liability company.     “OCG Indemnified Person” has the meaning of “Indemnified Person” in the OCG  Operating Agreement.  “OCG Operating Agreement” means that certain Fifth Amended and Restated  Operating Agreement of OCG, dated as of September 30, 2019, as the same has been or  may be amended, supplemented or restated from time to time.  “OCGH” has the meaning set forth in the recitals to this Agreement.  “OCGH/OEP Indemnitee” means (i) the OCGH general partner and any of (a) the  current and former direct and indirect members of the general partner of OCGH, (b) the  current and former principals, officers, directors, employees and executive committee  members of the general partner of OCGH, (c) the current and former officers of OCGH,  and (d) the current and former limited partners of OCGH, in each case, solely in their  respective capacities as such and (ii) the OEP general partner and any of (a) the current and  former direct and indirect members of the general partner of OEP, (b) the current and  former principals, officers, directors, employees and executive committee members of the  general partner of OEP, (c) the current and former officers of OEP, and (d) the current and  former limited partners of OEP, in each case, solely in their respective capacities as such.     “OCGH Units” means the limited partnership units of OCGH.   “OCGH-Owned Units” has the meaning set forth in Section 7.04(a).  “OEP” has the meaning set forth in the recitals to this Agreement.  “OEP Exchange Agreement” means the Exchange Agreement, dated as of April 7,  2022, by and among OEP, OCG and the other parties thereto (as it may be amended,  modified, supplemented or restated from time to time).  “OEP Units” means the limited partnership units of OEP.   “OEP-Owned Units” has the meaning set forth in Section 7.04(c).  “Officers” has the meaning set forth in Section 3.04(a).  “Original Agreement” has the meaning set forth in the recitals to this Agreement.   “Other OpCo Applicable Charge” means, with respect to an Other OpCo, the  “Applicable Charge” (or similar term) as defined in the governing agreement of such Other  OpCo.  “Other OpCo Class P Preferred Units Liquidation Amount” means, with respect to  an Other OpCo, the “Class P Preferred Units Liquidation Amount” (or similar term) as  defined in the governing agreement of such Other OpCo.  





 






   10  “Other OpCo Special Distribution Rights” means, with respect to any Special  Distribution Right, the equivalent special distribution rights carved out from the  partnership units of the Other OpCos, pursuant to provisions in the limited partnership  agreements of the Other OpCos that are similar to Section 4.02(a), as part of the Notes  transactions that created such Special Distribution Right.   “Other OpCos” means all of the entities that are part of the Oaktree Operating  Group (other than the Partnership).   “Partner” 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.  “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).  “Partnership” has the meaning set forth in the preamble of this Agreement.  “Partnership Minimum Gain” has the meaning set forth in Treasury Regulations  Sections 1.704-2(b)(2) and 1.704-2(d).  “Partnership Representative” has the meaning set forth in Section 5.08(a).  “Partnership Tax Audit” has the meaning set forth in Section 5.08(b).   “Person” means any individual, corporation, firm, partnership, joint venture,  limited liability company, estate, trust, business association, organization, Governmental  Entity or other entity.   “Periodic Yield” has the meaning set forth in Section 4.02(a)(i).  “Permitted OCGH Issuances” has the meaning set forth in Section 7.04(a).  “Portfolio Company” has the meaning set forth in the OCG Operating Agreement.  “Preferred Units” has the meaning set forth in the OCG Operating Agreement.  “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  





 






   11  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.  “Reference Number of Units” has the meaning set forth in the OCG Operating  Agreement.  “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, OCGH or OEP (or other Persons responsible  for the investment and operation of the Partnership’s assets) to laws or regulations that are  similar to the fiduciary responsibility or prohibited transaction provisions contained in Title  1 of ERISA or Section 4975 of the Code.   “Special Distribution Right” has the meaning set forth in Section 4.02(a)(i).  “Subsidiary” has the meaning set forth in the OCG Operating Agreement.  “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 Indemnity” has the meaning set forth in Section 4.04.  “Total Percentage Interest” means, with respect to any Partner, the quotient  obtained by dividing the number of Units (other than Class P Preferred Units) then owned  by such Partner by the number of Units (other than Class P Preferred Units) then owned  by all Partners.  





 






   12   “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 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).  “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 as provided in the recitals 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 Cayman Islands, (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 Management (Cayman),  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.    





 






   13  SECTION 2.05   Agent for Service of Process.  The Partnership shall maintain its  registered office in the Cayman Islands at the office of Walkers SPV Limited, Walker House, Mary  Street, George Town, Grand Cayman, Cayman Islands, KY1-9002 and its registered agent for  service of process in the Cayman Islands shall be Walkers SPV Limited, Walker House, Mary  Street, George Town, Grand Cayman, Cayman Islands, KY1-9002, 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,  subject to the overriding principles set forth on Exhibit A hereto, which the Partnership shall abide  by and comply with, and which the Partnership shall cause its Subsidiaries to abide by and comply  with, in all respects at all times.  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 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. Notwithstanding the  foregoing, the Partnership shall not, nor shall the Partnership permit any of its Subsidiaries to, take  any action that requires the consent of OCGH, Brookfield or the Brookfield Member under the  OCG Operating Agreement or under this Agreement, in each case, without such consent of OCGH,  Brookfield and the Brookfield Member, as applicable, in accordance with the terms of the  foregoing agreements.   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 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.  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 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  





 






   14  (a) Subject to the limitations set forth in this Agreement, including the final  sentence of Section 2.07, 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, but subject  to the limitations set forth in this Agreement (including the final sentence of Section 2.07), 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 the following  powers:  (i) 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;  (ii) the making of tax, regulatory and other filings, or rendering of  periodic or other reports to governmental or other agencies having jurisdiction over  the business or assets of the Partnership;  (iii) to develop and prepare a business plan each year;  (iv) the negotiation, execution and performance of any contracts, deeds,  leases, licenses, conveyances, instruments of transfer or other instruments  (including instruments that limit the liability of the Partnership under contractual  arrangements to all or particular assets of the Partnership), or authorization of the  foregoing;  (v) to establish and enforce limits of authority and internal controls with  respect to all personnel and functions;  (vi) the employment, retention, selection and dismissal of officers,  employees, agents, outside attorneys, accountants, advisors, consultants and  contractors of the Partnership and the determination of their compensation and  other terms of employment or hiring, and the creation and operation of employee  benefit plans, employee programs and employee practices;  (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.  





 






   15  SECTION 3.03   Expenses.  The Partnership shall bear 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.  (a) The General Partner shall have the power and  authority to appoint such officers with such titles, authority and duties as determined by the  General Partner. Such Persons so designated by the General Partner shall be referred to as  “Officers”. The Officers shall have the titles, power, authority and duties as determined by the  General Partner.  No Officer, in its capacity as such, shall be considered a general partner of the  Partnership by agreement, estoppel or as a result of the performance of its duties hereunder or  otherwise.  (b) Each Officer shall hold office until his or her successor is elected and  qualified or until his or her earlier death, disability, resignation or removal. Any number of offices  may be held by the same Person.   (c) Any Officer may resign at any time upon written notice to the Partnership.  Any Officer, agent or employee of the Partnership may be removed by the General Partner with  or without cause at any time. The General Partner may delegate the power of removal as to  Officers, agents and employees who have not been appointed by the General Partner. Such removal  shall be without prejudice to a Person’s contract rights, if any, but the appointment of any Person  as an Officer, agent or employee of the Partnership shall not of itself create contract rights.  (d) The General Partner may from time to time delegate the powers or duties of  any Officer to any other Officers or agents, notwithstanding any provision hereof.  (e) Unless otherwise directed by the General Partner, subject to the terms of  this Agreement, the Chief Executive Officer or any other Officer of the Partnership shall have  power to vote and otherwise act on behalf of the Partnership, in person or by proxy, at any meeting  of Partners of or with respect to any action of equity holders of any other entity in which the  Partnership may hold securities and otherwise to exercise any and all rights and powers which the  Partnership may possess by reason of its ownership of securities in such other entities.  (f) Except as otherwise expressly provided in this Agreement or required by  the Act, (i) the duties and obligations owed to the Partnership by the Officers and the General  Partner shall be the duty of care and duty of loyalty owed to a corporation organized under the  DGCL by its officers and directors, respectively, and (ii) the duty of care and duty of loyalty owed  to the Partners by the Officers and General Partner shall be the same as the duty of care and duty  of loyalty owed to the stockholders of a corporation under the DGCL by its officers and directors,  respectively.  (g) The General Partner shall have the right to exercise any of the powers  granted to it by this Agreement and perform any of the duties imposed upon it hereunder either  directly or by or through the duly authorized Officers.  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  





 






   16  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.  For the avoidance of doubt, nothing in this Section 3.05 shall  limit, in any way, the requirement to, at all times, comply with the final sentence of Section 2.07.  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.  SECTION 3.07   Brookfield-Owned Units.  No action taken by any Brookfield LP  in such holder’s capacity as a Limited Partner with respect to its Brookfield-Owned Units,  including any Transfer of, or vote or consent in respect of, such Brookfield-Owned Units by such  Brookfield LP, shall be valid unless such action has been previously approved in writing by the  Brookfield Member.  In addition, all notices, information, requests for consent and similar  distributions made to Brookfield LPs in respect of Brookfield-Owned Units shall simultaneously  be sent directly to the Brookfield Member by the Partnership, in accordance with the notice  provisions in the OCG Operating Agreement.  In the event any Person who is the General Partner  holds any Brookfield-Owned Units, such Brookfield-Owned Units shall be deemed to be held by  such  Person solely in its capacity as a Limited Partner (and thus as a Brookfield LP) and not in its  capacity as the General Partner.   ARTICLE IV    DISTRIBUTIONS  SECTION 4.01   Distributions.  (a) Subject to Sections 4.02, 4.03, 4.04 and 4.07, distributions of Available  Cash shall be made in accordance with the Cash Distribution Policy, pro rata in accordance with  the Partners’ respective Total Percentage Interests.  For the avoidance of doubt, (i) the portion of  any such distributions made in respect of Brookfield-Owned Units shall be further apportioned  and distributed pursuant to the priorities set forth in Section 4.02(b), (ii) the General Partner, in its  





 






   17  capacity as such, shall not participate in any distributions and (iii) the Class P Preferred Units shall  not participate in any distributions, other than with respect to the Applicable Charge.  (b) In addition to the distributions of Available Cash contemplated by Section  4.01(a), but subject to Sections 4.02, 4.03, 4.04 and 4.07, 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”), and that distributions of Available Cash in  accordance with the Cash Distribution Policy for such Fiscal Year and other distributions made by  the Partnership for such Fiscal Year would otherwise be insufficient to cover the income tax  liabilities of the Partners arising from such taxable income, then the General Partner shall cause  the Partnership to distribute additional cash (if any and determined after taking into account all  debts, liabilities and obligations of the Partnership then due and amounts which the General Partner  reasonably determines to be 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, in each case  determined in a manner consistent with the Cash Distribution Policy) in respect of income tax  liabilities (the “Tax Distributions”), pro rata in accordance with the Partners’ respective Total  Percentage Interests.  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.  To the extent required to be made, the Partnership shall make Tax  Distributions 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. For the avoidance of doubt, the portion of any Tax  Distribution in respect of Brookfield-Owned Units (excluding any Class P Preferred Units, which  for the avoidance of doubt are not entitled to Tax Distributions) shall be further apportioned and  distributed pursuant to the priorities set forth in Section 4.02(b).  (c) In addition to the distributions contemplated by Sections 4.01(a), 4.01(b)  and 4.07, the Partnership may, with the prior written approval of all of the Partners, make  additional distributions as mutually agreed by all of the Partners, pro rata in accordance with the  Partners’ respective Total Percentage Interests. For the avoidance of doubt, the portion of any such  distribution in respect of Brookfield-Owned Units (excluding any Class P Preferred Units, which  for the avoidance of doubt are excluded from the calculation of Total Percentage Interests) shall  be further apportioned and distributed pursuant to the priorities set forth in Section 4.02(b).  SECTION 4.02   Distributions Relating to Notes.  (a) In connection with the issuance of ExchangeCo Notes by certain wholly- owned subsidiaries of ExchangeCo (each such subsidiary, an “ExchangeCo Note Issuer”) in  exchange for the contribution of Units to such ExchangeCo Notes Issuer and in connection with  the other transactions contemplated by the ExchangeCo Note Purchase Agreements, the  Partnership, the Brookfield Member and each Partner agree as follows, and each shall take all  actions necessary to effectuate the same:  (i) For each such ExchangeCo Note, there will be carved out from the  rights of the Brookfield-Owned Units to receive distributions from the Partnership,  





 






   18  the economic right (the “Special Distribution Right”) to receive solely from  amounts otherwise distributable to Brookfield LPs in respect of Brookfield-Owned  Units, a cumulative amount (when added to all distributions in respect of Other  OpCo Special Distribution Rights related to such Special Distribution Right that  are directly or indirectly owned by Brookfield) equal to the sum of (A) a base  amount that is equal to the outstanding principal amount of such ExchangeCo Note  (the “Base Amount”), which Base Amount will be due no later than the maturity of  such ExchangeCo Note, (B) a periodic yield on the outstanding portion of such  Base Amount that accrues at the same rate as the interest rate on such ExchangeCo  Note (the “Periodic Yield”) and (C) such additional amounts (if any) as are  sufficient to satisfy all other obligations under such ExchangeCo Note and the  ExchangeCo Note Documents as defined in the applicable ExchangeCo Note  Purchase Agreement, such Special Distribution Right, and all related Other OpCo  Special Distribution Rights (such additional amounts, the “Miscellaneous  Amounts”), including administrative expenses and enforcement costs. For the  avoidance of doubt, the Special Distribution Right will not increase or change the  amount distributable in respect of any Brookfield-Owned Unit, or decrease or  change the amount distributable in respect of any OCGH-Owned Unit or any OEP- Owned Unit, or otherwise change the pari passu, pro rata nature of Units; instead,  it will operate to apportion amounts otherwise distributable to Brookfield LPs in  respect of Brookfield-Owned Units to the holder of such Special Distribution Right.  (ii) The Special Distribution Right with respect to an ExchangeCo Note  will be held by, and exist for the benefit of, the ExchangeCo Note Issuer for such  ExchangeCo Note.  (iii) As a condition to holding the Special Distribution Right for an  ExchangeCo Note, the Units received by the ExchangeCo Note Issuer (through  ExchangeCo) from OCGH in connection with such ExchangeCo Note Issuer’s  issuance of such ExchangeCo Note will be cancelled.  Simultaneously, in exchange  for the Brookfield LPs bearing the economic burden of such Special Distribution  Right, the Partnership will issue to the Brookfield LPs the same number and type  of Units as are so cancelled. For the avoidance of doubt, such cancellation and  issuance will not result in any net change to the number and type of Units  outstanding; instead, they will result in a net increase to Brookfield-Owned Units  that exactly offsets the net decrease in OCGH-Owned Units from OCGH’s  contribution of Units to ExchangeCo (and ExchangeCo’s subsequent contribution  of such Units to the ExchangeCo Note Issuer) in connection with the issuance of  the applicable ExchangeCo Note.  (iv) In connection with any distribution in respect of the Units, each  ExchangeCo Note Issuer will be entitled to an amount to be distributed in respect  of each Special Distribution Right held by such ExchangeCo Note Issuer; provided  that such amount (A) will not be less than the sum of (x) all accrued and unpaid  Periodic Yield for such Special Distribution Right, (y) all outstanding  Miscellaneous Amounts for such Special Distribution Right and (z) any unpaid  Base Amount and (B) will not be more than, when added to (x) all previous  





 






   19  distributions in respect of such Special Distribution Right and (y) all previous  distributions by Other OpCos in respect of Other OpCo Special Distribution Rights  that are related to such Special Distribution Right, the cumulative economic  entitlement represented by such Special Distribution Right and such related Other  OpCo Special Distribution Rights, in each case as determined by the ExchangeCo  Note Issuer and notified to the Partnership. Notwithstanding the foregoing, the  cumulative distributions by the Partnership to the applicable Notes Issuer prior to  the maturity (whether stated or accelerated) of the ExchangeCo Note with respect  to its Special Distribution Right shall not exceed all Periodic Yield, all  Miscellaneous Amounts and 90% of the Base Amount thereof, in each case,  attributable to the Special Distribution Right of the Partnership.   (v) Upon payment in full of an ExchangeCo Note and all other  obligations under the “ExchangeCo Note Documents” as defined in the applicable  ExchangeCo Note Purchase Agreement, the Special Distribution Right for such  ExchangeCo Note will be cancelled.   (b) In the event any ExchangeCo Note or Atlas Note (each, a “Note”) is  outstanding, then amounts distributable pursuant to Section 4.01 or 9.03 in respect of Brookfield- Owned Units (including any Special Distribution Rights carved out therefrom) shall be  apportioned and distributed as between the Brookfield LPs and the ExchangeCo Note Issuers in  the following order of priority:  (i) first, to the Brookfield LPs until the Brookfield LPs have received  cumulative distributions pursuant to this Section 4.02(b)(i) equal to its  cumulative Brookfield Tax/TPE Amounts;  (ii) second, to the Brookfield LPs, on the one hand, and each  ExchangeCo Note Issuer, on the other hand, pro rata in proportion to the  respective amounts receivable by them under this Section 4.02(b)(ii), until, (A)  in the case of the Brookfield LPs, the Brookfield LPs have received an aggregate  amount, when combined with all related distributions by the Other OpCos in  respect of the Brookfield-Owned Other OpCo Units (excluding distributions in  respect of Special Distribution Rights and Other OpCo Special Distribution  Rights), equal to all accrued and unpaid interest and other amounts then owing  (but excluding outstanding principal) in respect of all outstanding Atlas Notes,  and (B) in the case of an ExchangeCo Note Issuer, such ExchangeCo Note Issuer  has received an aggregate amount, when combined with all related distributions  by the Other OpCos in respect of related Other OpCo Special Distribution  Rights, equal to all accrued and unpaid Periodic Yield and all Miscellaneous  Amounts then owing in respect of such ExchangeCo Note Issuer’s Special  Distribution Rights and related Other OpCo Special Distribution Rights;  (iii)  third, in the event any outstanding principal under any Note is  then due, (A) in the case such Note is an Atlas Note, to the Brookfield LPs until  the Brookfield LPs have received an aggregate amount, when combined with all  related distributions by the Other OpCos in respect of the Brookfield-Owned  





 






   20  Other OpCo Units (excluding distributions in respect of Special Distribution  Rights and Other OpCo Special Distribution Rights), equal to such outstanding  principal, and (B) in the case such Note is an ExchangeCo Note, to the  ExchangeCo Note Issuer for such ExchangeCo Note until such ExchangeCo  Note Issuer has received an aggregate amount, when combined with all related  distributions by the Other OpCos in respect of related Other OpCo Special  Distribution Rights, equal to the outstanding Base Amount for the Special  Distribution Right for such ExchangeCo Note; provided that, (x) in the event the  outstanding principal under more than one Note is then due, distributions under  this Section 4.02(b)(iii) shall be made in chronological order of the maturity date  of such Notes starting with the earliest maturity date, and (y) in the event two or  more Notes have the same maturity date, distributions under this Section  4.02(b)(iii) in respect of such Notes with the same maturity date shall be made  pro rata in proportion to the respective amounts receivable in respect of such  Notes under this Section 4.02(b)(iii); and  (iv) thereafter, in the event of any remaining outstanding principal  under any Note (regardless of whether such outstanding principal is then due),  (A) in the case such Note is an Atlas Note, to the Brookfield LPs until the  Brookfield LPs have received an aggregate amount, when combined with all  related distributions by the Other OpCos in respect of the Brookfield-Owned  Other OpCo Units (excluding distributions in respect of Other OpCo Special  Distribution Rights), equal to such remaining outstanding principal, and (B) in  the case such Note is an ExchangeCo Note, to the ExchangeCo Note Issuer for  such ExchangeCo Note until such ExchangeCo Note Issuer has received an  aggregate amount, when combined with all related distributions by the Other  OpCos in respect of related Other OpCo Special Distribution Rights, necessary  to reduce the remaining outstanding Base Amount for the Special Distribution  Right for such ExchangeCo Note to 10% of its original Base Amount; provided  that, (x) in the event there is more than one Note with remaining outstanding  principal or remaining outstanding Base Amount, distributions under this  Section 4.02(b)(iv) shall be made in chronological order of the maturity date of  such Notes starting with the earliest maturity date, and (y) in the event any such  Notes have the same maturity date, distributions under this Section 4.02(b)(iv)  in respect of such Notes with the same maturity date shall be made pro rata in  proportion to the respective amounts receivable in respect of such Notes under  this Section 4.02(b)(iv).  “Brookfield Tax/TPE Amounts” means the aggregate taxes and unaffiliated third-party expenses  (i.e., bona fide out-of-pocket expenses directly incurred and paid to Persons who are unaffiliated  with the Brookfield Member and its Affiliates) that are payable and actually paid by the Brookfield  Member or any of its direct or indirect parents in connection with their ownership or sale or  disposition of the Brookfield-Owned Units (but excluding any Class P Preferred Units).  The  Brookfield Member shall provide the Partnership and OCGH with an officer’s certificate from  time to time certifying as to the amount and type of the Brookfield Tax/TPE Amounts with respect  to which distributions are to be made pursuant to Section 4.02(b)(i).  The Brookfield Member shall  provide OCGH with such information about the Brookfield Tax/TPE Amounts as reasonably  





 






   21  requested by OCGH for purposes of verifying the amount and nature of Brookfield Tax/TPE  Amounts.  For purposes of calculating Brookfield Tax/TPE Amounts, any net operating losses and  similar tax attributes utilized shall be treated as attributable to the ownership or sale or disposition  of the Brookfield-Owned Units, on the one hand, and the Brookfield Member’s or any of its direct  or indirect partners’ other activities, on the other hand, in proportion to the gross taxable income  attributable to each.  (c) In the event of any direct or indirect sale or other disposition of any  Brookfield-Owned Unit other than to an unaffiliated third party, the Brookfield Member shall  cause all proceeds from such sale or other disposition to be applied pursuant to Section 4.02(b)  (including in the priorities and proportions contemplated thereunder) mutatis mutandis, as if such  proceeds were distributions governed by Section 4.02(b), in each case, to the extent such payment  would be required to be made pursuant to Section 7.3(a) of the Note Purchase Agreement  governing the Atlas Notes or the corresponding section of the ExchangeCo Note Purchase  Agreement.   (d) The Brookfield LPs and the Brookfield Member shall cause all amounts  apportioned and distributed pursuant to Section 4.02(b) in respect of any Atlas Note to be used by  the Atlas Note Issuer solely to satisfy the corresponding Atlas Note obligations with respect to  which such amounts were calculated.  The Partnership shall take such actions as are, (i) reasonably  requested by the Brookfield Member during the Initial Period, and (ii) reasonably requested by  OCGH after the Initial Period, to facilitate such satisfaction of such obligations, including by  delivering such amounts directly to the Atlas Note Issuer on behalf of the Brookfield LPs or to the  holder of any Atlas Note as payment on behalf of such Atlas Note Issuer.  (e) OCGH shall cause all amounts apportioned and distributed pursuant to  Section 4.02(b) in respect of the Special Distribution Right for any ExchangeCo Note to be used  by the applicable ExchangeCo Note Issuer solely to satisfy the corresponding ExchangeCo Note  obligations with respect to which such amounts were calculated.  The Partnership shall take such  actions as are reasonably requested by OCGH or the Brookfield Member to facilitate such  satisfaction of such obligations, including by delivering such amounts directly to the holder of any  ExchangeCo Note as payment on behalf of the applicable ExchangeCo Note Issuer.  (f) OCGH shall provide the Brookfield Member with good faith estimates,  based upon reasonably available information to OCGH at the time, of current tax basis information  with respect to the Special Distribution Rights held indirectly (through the ExchangeCo Note  Issuers) by ExchangeCo (with respect to each series thereof) (i) promptly upon the request of the  Brookfield Member, (ii) on a quarterly basis, no later than 15 days prior to any quarterly  distribution, and (iii) reasonably prior to (A) any contributions or other distributions (including  deemed contributions and distributions pursuant to Section 752 of the Code) indirectly (through  the ExchangeCo Note Issuers) by or to ExchangeCo and (B) the realization of any extraordinary  item of income, gain, loss or deduction of the Partnership.  (g) Set forth on Exhibit B hereto are illustrative examples of distributions in  accordance with this Section 4.02.  





 






   22  SECTION 4.03   Certain Special Distributions.  (a)   To the extent Oaktree Capital I, L.P., a Delaware limited partnership, does  not make sufficient distributions in respect of its Series A Preferred Mirror Units and Series B  Preferred Mirror Units to enable OCG to satisfy its obligations in respect of outstanding Preferred  Units (solely from, for the avoidance of doubt, the non-pro-rata distributions made by Oaktree  Capital I, L.P. in respect of such of its preferred units), then the Partnership shall, at the Brookfield  Member’s request, cooperate in good faith with OCG to ensure that OCG has sufficient funds to  satisfy such obligations, including by making special distributions to the Brookfield LPs for further  distribution of the same amount to OCG for use by OCG solely to satisfy such obligations.  (b) In the event OCG has indemnification and advancement obligations to OCG  Indemnified Persons under the OCG Operating Agreement and such obligations are not satisfied  by the Partnership, the Other OpCos or Persons other than OCG, the Partnership shall make special  distributions as are necessary to the Brookfield LPs, who, in turn, shall make further distributions  of the same amount to OCG for use by OCG solely for purposes of satisfying such obligations.  In  the event OCG subsequently receives funds from other sources (including any reimbursement  under insurance policies, recovery against third parties, or otherwise) such that such distribution  (or any portion thereof) would have been unnecessary had OCG received such funds prior to the  time of such distribution, the Brookfield LPs and the Brookfield Member shall promptly cause  OCG to return such distribution (or such portion thereof) to the Partnership.  (c) In the event that AOH, OCG, Atlas, or any Intermediate Subsidiary has  expense obligations that constitute Group Expenses (as defined in the Cash Distribution Policy),  and such obligations are not satisfied directly by the Partnership or the other OpCos, the  Partnership shall make special distributions as are necessary to the Brookfield LPs, who, in turn,  shall make further distributions of the same amount to AOH, OCG, Atlas or such Intermediate  Subsidiary for use by AOH, OCG, Atlas or such Intermediate Subsidiary solely for purposes of  satisfying such obligations; provided that special distributions pursuant to this Section 4.03(c) shall  be made only to the extent the cumulative amount of Group Expenses that are actually paid by  AOH, OCG, Atlas and the Intermediate Subsidiaries exceed the Closing Cash Amount (it being  understood that such special distributions shall be only for such excess); provided, further, that,  for purposes of determining the Group Expenses actually paid, any routine fees, costs or expenses  incurred in connection with the existence and operation of the Intermediate Subsidiaries shall be  included in the calculation thereof, irrespective of whether such fees, costs or expenses constitute  “Group Expenses”. “Closing Cash Amount” means the aggregate value of the unrestricted cash  and cash equivalents held by AOH, OCG and the Intermediate Subsidiaries immediately prior to  the closing of the Merger.  For the avoidance of doubt, the Closing Cash Amount excludes cash  and cash equivalents (if any) contributed or paid by Brookfield and its Affiliates. Upon request,  AOH, OCG, Atlas, or such Intermediate Subsidiary, as applicable, shall provide OCGH with  reasonable supporting materials regarding such Group Expenses, including a certification from an  officer of AOH, OCG, Atlas, or such Intermediate Subsidiary, as applicable, that such information  is complete and accurate in all material respects.  (d) For the avoidance of doubt, any special distribution made pursuant to  Section 4.03(a), 4.03(b) or 4.03(c) shall be in addition to, and shall not count towards determining  





 






   23  the amounts distributable to the Brookfield LPs pursuant to Section 4.01, and no corresponding  distribution shall be made to OCGH, OEP or the other holders of Oaktree Operating Group Units.  SECTION 4.04   Tax Indemnity.  To the extent not reserved for on the consolidated  balance sheet of OCG as of the Merger Closing Date, OCGH shall indemnify Brookfield and its  Affiliates for the Applicable Percentage of any taxes (other than payroll taxes and other employee- related taxes), including interest and penalties, of the Oaktree Operating Group Member and their  Subsidiaries for taxable periods (or portions thereof) ending on or before the Merger Closing Date  (the “Tax Indemnity”).  Any damages to which Brookfield and its Affiliates are entitled under the  Tax Indemnity shall be solely recoverable by an offset against distributions otherwise payable to  OCGH pursuant to this Agreement and the operating agreements of the Other OpCos.  For all  purposes of this Agreement, OCGH shall be treated as having received a distribution in an amount  equal to such recoverable damages.  The “Applicable Percentage” shall be equal to the difference  between (a) OCGH’s economic percentage interest in the Oaktree Operating Group immediately  prior to the closing of the merger of Berlin Merger Sub, LLC, a wholly-owned subsidiary of  Brookfield, with and into OCG (the “Merger”) and (b) OCGH’s economic percentage interest in  the Oaktree Operating Group immediately after the closing of the Merger (after giving effect to  the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March  13, 2019 (the “Merger Agreement”)).  The Tax Indemnity shall survive until 60 calendar days after  the expiration of the applicable statute of limitations.  SECTION 4.05   Liquidation Distribution.  Distributions made upon dissolution of  the Partnership shall be made as provided in Section 9.03.   SECTION 4.06   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 (a) if such distribution would violate the Act or other applicable Law  or (b) if, after giving effect to such distribution, such Partner’s Capital Account would be negative.   SECTION 4.07   Oaktree Equity Plan; Class P Units.  OEP is an entity through  which certain employees of Oaktree Operating Group Members or their respective subsidiaries  participate in certain equity interests and profits interests of the Oaktree Operating Group. In  connection therewith, as of the Effective Date, (x) OEP acquired (i) 384,242 Common Units  acquired from OCGH, and (ii) 3,457,947 Class P Common Units and (y) the Brookfield LP owns  (among other Units) 3,457,947 Class P Preferred Units. The number of Units held by OEP and the  Brookfield LP is expected to change as OEP-Owned Units are acquired pursuant to the OEP  Exchange Agreement. The number of Class P Common Units outstanding on any date shall always  equal the number of Class P Preferred Units outstanding on such date.  (a) The Class P Common Units represent a profits interest in the Partnership,  and distributions in respect of the Class P Common Units will be subordinated to a priority  payment (the “Applicable Charge”), calculated quarterly as of the end of each fiscal quarter. The  Applicable Charge shall be calculated separately with respect to each Class P Common Unit and  shall equal the product of (i) 1%, multiplied by (ii) the Base Value of such Class P Common Unit.  The Applicable Charge of each Class P Common Unit will be paid to the holders of Class P  Preferred Units from the following sources in the following order: (i) first, Available Cash that  would otherwise be distributable (other than under Section 4.01(b)) or payable to OEP in respect  





 






   24  of such Class P Common Unit and (ii) second, Available Cash that would otherwise be  distributable (including under Section 4.01(b)) or payable to OEP in respect of its Common Units.  If the Applicable Charge with respect to a fiscal quarter remains unsatisfied (i.e., the amount of  distributions from the Partnership to the Class P Preferred Units in respect of the Applicable  Charge in a fiscal quarter is less than the amount of the Applicable Charge for such fiscal quarter),  then such shortfall shall be added to the Applicable Charge in the following fiscal quarter. The  Applicable Charge is intended to be treated as a preferred allocation of net income for U.S. federal  income tax purposes.  (b) In the event that the distributions to the Class P Preferred Units with respect  to a fiscal quarter are less than the amount of the Applicable Charge for such fiscal quarter, then  the amounts otherwise distributable or payable to OEP (other than tax distributions) from the Other  OpCos shall be distributed to the Brookfield LP in order to satisfy the Applicable Charge or the  Other OpCo Applicable Charges. In addition, in the event of a shortfall in payment with respect to  an Other OpCo Applicable Charge in a fiscal quarter, amounts otherwise distributable (other than  under Section 4.01(b)) or payable to OEP from the Partnership with respect to such fiscal quarter  shall instead be paid to the Brookfield LP up to an amount equal to the shortfall of such Other  OpCo Applicable Charge. For the avoidance of doubt, the Brookfield LP shall not, with respect to  its Class P Preferred Units and comparable preferred units of the other OpCos, be entitled to  receive distributions and payments with respect to a fiscal quarter in an amount greater than the  sum of the Applicable Charge and the Other OpCo Applicable Charges for such fiscal quarter.  (c) For the avoidance of doubt, (i) the Class P Common Units shall be entitled  to participate in distributions in a manner described in Section 4.01(a), net of the Applicable  Charge described in Section 4.07(a), and (ii) the Class P Preferred Units shall be entitled to receive  the Applicable Charge described in Section 4.07(a), but shall not be entitled to participate in any  other distributions from the Partnership.  (d) In the event that OEP Units are exchanged by the Brookfield LP or an  Affiliate thereof in accordance with the terms of the OEP Exchange Agreement, then a  corresponding number of OEP-Owned Units (90% of which shall be Class P Common Units and  10% of which shall be Common Units) shall through a number of steps become owned by the  Brookfield LP. In connection therewith, (i) the Class P Common Units owned by the Brookfield  LP shall each be immediately converted to a Common Unit and (ii) an equal number of Class P  Preferred Units held by the Brookfield LP shall be immediately cancelled. In addition and for the  avoidance of doubt, if any amount of the Applicable Charge is withheld from proceeds pursuant  to an exchange transaction relating to the OEP-Owned Units in accordance with the terms of the  OEP Exchange Agreement, the Applicable Charge shall reduce exchange proceeds on a Unit-by- Unit basis. Further, any exchange of OEP-Owned Units by the Brookfield LP shall be made in  multiples of ten (10) OEP-Owned Units.  (e) Notwithstanding anything to the contrary herein, OEP shall not, without the  consent of the Brookfield LP, hold more than 9.9% of the Units issued and outstanding.  (f) Set forth on Exhibit C hereto are illustrative examples of distributions in  respect of the Class P Common Units and in respect of the Applicable Charge to the Class P  Preferred Units described in this Section 4.07.  





 






   25  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 be permitted to make additional capital  contributions to the Partnership without the consent of all Partners.  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  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 (a) 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 (b) 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:  





 






   26  (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 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  





 






   27  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) 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  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.   (a) The “partnership representative” of the Partnership, within the meaning of  Section 6223 of the Code (the “Partnership Representative”) shall represent the Partnership (at the  Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax  authorities, including resulting judicial and administrative proceedings, and shall expend the  Partnership funds for professional services and costs associated therewith. The Partnership  Representative shall oversee the Partnership tax affairs in the overall best interests of the  Partnership. The General Partner is hereby designated as the initial Partnership Representative;  provided that the General Partner may designate another Partner (with such Partner’s consent) to  be the Partnership Representative.  





 






   28  (b) 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.   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 Partnership Representative in consultation (as and  to the extent necessary) with the Partnership’s attorneys or accountants; provided that the  Partnership Representative shall, to the maximum extent permitted by Law, make a “push-out”  election under Section 6226 of the Code (and any similar or comparable provisions of state or local  Law) with respect to any tax actions, examinations or proceedings relating to the Partnership (a  “Partnership Tax Audit”) and take all actions necessary or appropriate to give effect to such an  election and each Partner agrees to (i) fully cooperate with the Partnership and the Partnership  Representative in connection with such election and (ii) pay all liabilities attributable to such  Partner as the result of such election. The Partnership Representative shall keep the other Partners  reasonably informed as to any Partnership Tax Audit 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.    (a) 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 an independent tax counsel chosen by mutual agreement of the  Brookfield Member and OCGH, to comply with such regulations, so long as any such amendment  does not materially change the relative economic interests of the Partners.  (b) No income of the Partnership for a Fiscal Year will be allocated for U.S.  federal income tax purposes (i) to any Notes Issuer in excess of the sum of the Periodic Yield and  Miscellaneous Amounts distributed to such Notes Issuer in such year pursuant to Section 4.02(b)  or (ii) in respect of any Class P Preferred Unit in excess of the Applicable Charge amounts actually  paid on such Unit in such year.  (c) The debts, liabilities and obligations of the Partnership will be allocated, to  the extent permitted under Section 752 of the Code, in a manner that minimizes the gain recognized  by any Partner under Section 731 of the Code, as reasonably agreed by OCGH and the Brookfield  Member.  SECTION 5.10   Adjustment to Membership Interests.  If the Total Percentage  Interests of the holders of the Brookfield-Owned Units or OCGH-Owned Units changes during a  Fiscal Year for any reason (including as part of an Exchange Transaction), the allocations of  





 






   29  taxable income or loss to each Partner shall be adjusted as necessary to reflect the varying interests  of the members during such year as of the date of such change using an interim closing of the  books method under Section 706 of the Code and the Treasury Regulations promulgated  thereunder or any other method mutually agreed by OCGH and the Brookfield Member.  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) 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;   (ii) promptly after their becoming available, copies of the Partnership’s  federal, state and local income tax returns and reports (other than Schedules K-1),  if any, for each year;  (iii) true and full information regarding the status of the Partnership’s  business and financial condition of the Partnership;  (iv) a current list of the name and last known business, residence or  mailing address of each Limited Partner; and  (v) other information regarding the affairs of the Partnership as is  reasonable.  (c) The Partnership shall use its commercially reasonable efforts to mail or  make available to each Limited Partner, as of a date selected by the General Partner, within 60  days after the close of each Fiscal Year, an annual report containing the consolidated financial  statements of the Oaktree Operating Group for such Fiscal Year, prepared in accordance with  GAAP (except for any requirement for the consolidation of investment funds or collateralized loan  obligation vehicles advised or managed by the Oaktree Operating Group and other entities that  may be required by FASB ASC 810-20 or similar and subsequent authoritative accounting  pronouncements), including a balance sheet and statements of operations, equity and cash flows,  such statements to be audited by a registered public accounting firm selected by the General  Partner, and such other financial information as the General Partner  deems appropriate.  





 






   30  (d) The Partnership shall use its commercially reasonable efforts to mail or  make available to each Limited Partner, as of a date selected by the General Partner, within 45  days after the close of each fiscal quarter except the last fiscal quarter of each Fiscal Year, a report  containing unaudited consolidated financial statements of the Oaktree Operating Group and such  other information as may be required by applicable Law, or as the General Partner determines to  be necessary or appropriate.  (e) In addition, the Partnership shall use its commercially reasonable efforts to  make available to the Brookfield Member such additional information, including in draft form, at  such times as the Brookfield Member may reasonably request from time to time in connection with  any public reporting or regulatory requirements to which it is subject from time to time, and which  information the Brookfield Member will keep confidential in accordance with applicable privacy  laws.  ARTICLE VII    PARTNERSHIP UNITS  SECTION 7.01   Units.  As of the Effective Date, interests in the Partnership shall  be represented by separate Classes of Units as follows:  (i) Common Units, (ii) 2,000,000 EVU  B2B Units (the “EVU B2B Units”) issued pursuant to that certain Unit Designation and Grant  Agreement, dated as of December 2, 2014, (iii) Class P Common Units held by OEP in accordance  with Section 4.07 and (iv) Class P Preferred Units held by the Brookfield LP in accordance with  Section 4.07.  The Partners agree that the Class P Common Units constitute “profits interests”  within the meaning of IRS Revenue Procedure 93-27, and this Agreement shall be interpreted  accordingly.  The General Partner may, with the prior written consent of all Partners (other than  Partners holding OCGH-Owned Units after OCGH no longer has Consent Rights, in each case,  with respect to such Units), 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 (a) the right to share in Profits and Losses or items thereof; (b) the right  to share in Partnership distributions; (c) the rights upon dissolution and liquidation of the  Partnership; (d) whether, and the terms and conditions upon which, the Partnership may or shall  be required to redeem the Units (including sinking fund provisions); (e) whether such Unit is issued  with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion  or exchange; (f) the terms and conditions upon which each Unit will be issued, evidenced by  certificates and assigned or transferred; (g) the method for determining the Total Percentage  Interest as to such Units; and (h) 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 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 (including, for  the avoidance of doubt, as set forth in Section 4.02 and 4.07).    





 






   31  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 in Sections 4.02 or 11.13, by the Act or other applicable Law.  SECTION 7.04   Ownership of Units.  Except as otherwise determined by the  General Partner with the consent of all Partners, and subject to the arrangements set forth in Section  4.02:  (a) the sole Units directly or indirectly owned by OCGH (collectively, the  “OCGH-Owned Units”) from and after the Effective Date will be (i) the Common Units owned by  OCGH at the Effective Date and (ii) additional Common Units issued after the Effective Date in  connection with the issuance of OCGH Units permitted under Section 4.2(a) of the limited  partnership agreement of OCGH (“Permitted OCGH Issuances”) in accordance with the terms  thereof;  (b) the sole Units directly or indirectly owned by Brookfield or any of its  Affiliates (collectively, the “Brookfield-Owned Units”) from and after the Effective Date will be  (i) the Common Units directly or indirectly acquired from OCGH or in accordance with Section  4.02(a)(iii) from time to time after the Effective Date, (ii) the Common Units owned by Brookfield  and its Affiliates at the Effective Date, (iii) the Class P Preferred Units owned by Brookfield and  its Affiliates at the Effective Date and (iv) any Units that become owned by Brookfield and its  Affiliates in accordance with Section 4.07(d);  (c) the sole Units directly or indirectly owned by OEP (collectively, the “OEP- Owned Units”) from and after the Effective Date will be (i) the Common Units owned by OEP at  the Effective Date and (ii) the Class P Common Units owned by OEP at the Effective Date;  (d) no new Units will be issued from and after the Effective Date except in  connection with (i) Permitted OCGH Issuances, (ii) the arrangements set forth in Section  4.02(a)(iii) and (iii) the conversion of Class P Common Units and Class P Preferred Units into  Common Units in accordance with Section 4.07(d);  (e) no Person (other than (i) Brookfield and its Affiliates or their respective  transferees in accordance with Section 8.03, (ii) OCGH and (iii) OEP) will own any Units except  for Special Distribution Rights owned by the ExchangeCo Note Issuers in connection with the  arrangements set forth in Section 4.02(a)(iii); and  (f) no Units will be redeemed, cancelled or converted, except (i) in the event  of any cancellation of any unvested OCGH Unit due to the forfeiture thereof, the underlying Units  for such OCGH Unit will be similarly cancelled, (ii) as provided in Sections 4.02(a)(iii) and 4.07(d)  and (iii) EVU B2B Units that are redeemed and cancelled in accordance with their terms.  





 






   32  ARTICLE VIII    VESTED UNITS; CANCELLATION OF UNITS; ADMISSION OF   ADDITIONAL PARTNERS; TRANSFER RESTRICTIONS  SECTION 8.01   Vested Units.  All Units outstanding as of the date hereof are fully  vested.    SECTION 8.02   Cancellation of Units.   (a) Any Unit underlying an unvested OCGH Unit shall be immediately  cancelled without any consideration, and the applicable Limited Partner shall cease to own or have  any rights with respect to such cancelled Unit, upon any forfeiture of the corresponding OCGH  Unit.   (b) Class P Common Units and Class P Preferred Units shall be cancelled or  converted in accordance with Section 4.07(d).  (c) Upon the cancellation or conversion of any Units in accordance with this  Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect  such cancellation or conversion.  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 all Partners, which consent may be  given or withheld, or made subject to such conditions (including the receipt of such legal opinions  and other documents that any Partner may require) as are determined by each Partner, in each case  in its sole discretion; provided that notwithstanding anything to the contrary contained herein,  nothing in this Agreement shall prevent or delay the Transfer of any Brookfield-Owned Units to  (a) an Affiliate of Brookfield or (b) any other Person at any time when OCG, Atlas or one or more  other Affiliates of Brookfield Beneficially Owns, in the aggregate, at least 80% of the Reference  Number of Units. The determination of any Partner not to grant consent to any Transfer 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   [Reserved]  SECTION 8.05   Further Restrictions.  Notwithstanding any contrary provision in  this Agreement, but subject to the proviso in the first sentence of Section 8.03, 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;  





 






   33  (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 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 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 tax opinions and written instruments (including copies of any instruments  of Transfer and such Assignee’s consent to be bound 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;  or  (e) such Transfer would cause the Partnership to become a “publicly traded  partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations  promulgated thereunder.  SECTION 8.06   Assignees.  Subject to Section 8.05, the transferee of any  permitted Transfer pursuant to this Article VIII (an “Assignee”) will be admitted as a Limited  Partner, shall be recorded as such in the Partnership’s books and records, and shall be entitled to  exchange all rights and powers attendant to, and shall be subject to all obligations in respect of,  the applicable Units, in each case as provided herein.  SECTION 8.07   Admissions, Withdrawals and Removals.    (a) Subject to the terms of the OCG Operating Agreement, OCG shall have the  right to (i) admit any Person as an additional General Partner or substitute General Partner, which  in all circumstances, shall be a wholly-owned subsidiary of OCG, and (ii) remove any Person  serving as the General Partner from its position as General Partner; provided that no such removal  shall be effective unless another General Partner has been admitted hereunder (and not have  previously been removed or withdrawn).  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 has been admitted hereunder (and not have previously been removed or withdrawn).   Except as otherwise set forth in this Section 8.07(a), no General Partner shall withdraw from, be  removed from or be admitted to the Partnership.    (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.  (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  





 






   34  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   [Reserved]  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, the Partnership  shall not be dissolved by the admission of additional Partners or the 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) any event which makes it unlawful for the business of the Partnership to be  carried on by the Partners;  (b) the written consent of all Partners;  (c) any other event not inconsistent with any provision hereof causing a  dissolution of the Partnership under the Act; or  (d) (i) the Incapacity or removal of the General Partner, (ii) the occurrence of a  Disabling Event with respect to the General Partner or (iii) the entry of a decree of judicial  dissolution of the Partnership under the Act upon the finding by a court of competent jurisdiction  that the General Partner (A) is permanently incapable of performing its part of this Agreement, (B)  has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business  of the Partnership, (C) willfully or persistently commits a breach of this Agreement or (D) 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; 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(d) if: (x) 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 the business of the Partnership or (y) all Partners consent to or ratify in writing 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.  





 






   35  SECTION 9.03   Distribution upon Dissolution.  (a) 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:  (i) first, to the satisfaction of debts and liabilities of the Partnership  (including satisfaction of all indebtedness to Partners and their Affiliates to the  extent otherwise permitted by Law and including any Group Expenses (as defined  in the Cash Distribution Policy)), 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  (ii) the balance, if any, to the Partners in accordance with the priorities  set forth in Article IV; provided, that the first distributions that would otherwise be  distributed under this Section 9.03(a)(ii) to OEP in respect of the OEP-Owned Units  shall instead be distributed pro rata in respect of the Class P Preferred Units until  the aggregate amount of distributions to the Class P Preferred Units under this  proviso equals the Class P Preferred Units Liquidation Amount.  The “Class P  Preferred Units Liquidation Amount” shall be an amount equal to the sum of the  Base Values of all of the Class P Common Units. , less any Class P Preferred Units  Liquidation Amounts distributed by the Other OpCos on the corresponding Class  P Preferred Units issued by the other OpCos under the corresponding proviso in the  limited partnership agreements of the Other OpCos. In the event that the liquidating  distributions to the Class P Preferred Units are less than the Class P Preferred Units  Liquidation Amount, then the liquidating distributions otherwise distributable or  payable to OEP (other than tax distributions) from the Other OpCos shall be  distributed to the Brookfield LP in order to satisfy the amount of the shortfall in the  Class P Preferred Units Liquidation Amount and the Other OpCo Class P Preferred  Units Liquidation Amount. In addition, in the event of a shortfall in payment with  respect to an Other OpCo Class P Preferred Units Liquidation Amount, liquidating  distributions otherwise distributable (other than under Section 4.01(b)) or payable  to OEP from the Partnership shall instead be paid to the Brookfield LP up to an  amount equal to the shortfall of such Other OpCo Class P Preferred Units  Liquidation Amount. For the avoidance of doubt, the Brookfield LP shall not, with  respect to its Class P Preferred Units and comparable preferred units of the other  OpCos, be entitled to receive liquidating distributions in an amount greater than the  





 






   36  sum of the Class P Preferred Units Liquidation Amount and the Other OpCo Class  P Preferred Units Liquidation Amounts.  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 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 10.01 and Section 11.10 shall survive the  termination of the Partnership.  ARTICLE X    EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE  SECTION 10.01   Exculpation, Indemnification, Advances and Insurance.  Subject  to other applicable provisions of Section 4.04, to the fullest extent permitted by applicable Law:  (a) none of the Partners or their respective Affiliates shall have any liability to  the Partnership, any Subsidiary of the Partnership, any other Partner or any holder of an equity  interest in any Subsidiary of the Partnership, for any act or omission, including any mistake of fact  or error in judgment, taken, suffered or made;  (b) an Officer of the Partnership shall have liability to the Partnership, any  Subsidiary of the Partnership, any Partner or any holder of an equity interest in any Subsidiary of  the Partnership, for any act or omission, including any mistake of fact or error in judgment, taken,  suffered, or made only if such act or omission constitutes a breach of the duties of such Officer  imposed pursuant to Section 3.04(f) and such breach is the result of (i) willful malfeasance, gross  negligence, the commission of a felony or a material violation of applicable Law (including any  federal or state securities Law), in each case, that has resulted in, or could reasonably be expected  to result in, a material adverse effect on the business or properties of the Partnership or any of its  Subsidiaries or (ii) fraud;   





 






   37  (c) all other Indemnified Persons shall have liability to the Partnership, any  Subsidiary of the Partnership, any Partner or any holder of an equity interest in any Subsidiary of  the Partnership, for any act or omission arising from (i) the performance of such Indemnified  Person’s duties and obligations in connection with the Partnership, any Subsidiary of the  Partnership, or pursuant to this Agreement or (ii) or in connection with any investment made or  held by the Partnership or any Subsidiary of the Partnership, including with respect to any act or  omission made while serving at the request of the Partnership as an officer, director, member,  partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan,  including any mistake of fact or error in judgment, taken, suffered or made only if such act or  omission constitutes a breach of the duties of such Indemnified Person and such breach is the result  of (A) willful malfeasance, gross negligence, the commission of a felony or a material violation of  applicable Law (including any federal or state securities Law), in each case, that has resulted in,  or could reasonably be expected to result in, a material adverse effect on the business or properties  of the Partnership or any of its Subsidiaries or (B) fraud; and  (d) an OCGH/OEP Indemnitee shall have liability to the Partnership, any  Subsidiary of the Partnership, any Partner (other than OCGH and OEP) or any holder of an equity  interest in any Subsidiary of the Partnership (other than OCGH and OEP), for any act or omission  taken on behalf of the Partnership, any Subsidiary of the Partnership, AOH, OCG, any Oaktree  Operating Group Member, or any Subsidiary of any Oaktree Operating Group Member only if  such act or omission is the result of (i) willful malfeasance, gross negligence, the commission of a  felony or a material violation of applicable Law (including any federal or state securities Law), in  each case, that had, or could reasonably be expected to have, a material and adverse effect on the  business or properties of the Partnership or any of its Subsidiaries or (ii) fraud.    The foregoing provisions of this Section 10.01 are intended and shall be interpreted  as only limiting the liability of an Indemnified Person and not as in any way expanding such  Person’s liability.  For the avoidance of doubt, nothing contained in this Section 10.01 is intended  to create any fiduciary duties for any Person.    (e) The following Persons shall be indemnified by the Partnership, to the fullest  extent permitted by Law, against all expenses and liabilities (including judgments, fines, penalties,  interest, amounts paid in settlement with the approval of the Partnership and counsel fees and  disbursements) arising from (i) with respect to the Indemnified Persons: (x) the performance of any  of their respective duties or obligations in connection with their respective service to the  Partnership, to any Subsidiary of the Partnership or pursuant to this Agreement, or (y) or in  connection with any investment made or held by the Partnership or any of its Subsidiaries, or (ii)  with respect to the OCGH/OEP Indemnitees: (x) authorized actions taken at the request and on the  behalf of the Oaktree Business, or, provided that such OCGH/OEP Indemnitee was acting in  good faith within the scope of such OCGH/OEP Indemnitee’s authority at the relevant time,  actions for the benefit of the Oaktree Business (as opposed to internal matters between or among  OCGH/OEP Indemnitees that are unrelated to the operations of the Oaktree Business) or (y)  being a named defendant in an action (1) against AOH, OCG, any Oaktree Operating Group  Member, or any Subsidiary of any Oaktree Operating Group Member, or (2) primarily related to  the operations of the Oaktree Business, if, in the case of each of clauses (1) and (2), the applicable  OCGH/OEP Indemnitee has been, in the determination of the Brookfield Member and the Oaktree  Member (as defined in the AOH Operating Agreement), acting reasonably, wrongly named in such  





 






   38  action, and including, in all such cases described in this Section 10.01(e), in connection with any  civil, criminal, administrative, investigative or other action, suit or proceeding, whether by or in the  right of the Partnership, to which any such Indemnified Person or OCGH/OEP Indemnitee may  hereafter be made party by reason of being or having been an Indemnified Person or OCGH/OEP  Indemnitee, except:  (i) with respect to any Partner or Officer, to the extent that it shall have been  determined in a final non-appealable judgment by a court or arbitral panel of competent  jurisdiction that such expenses and liabilities arose primarily from acts or omissions,  including any mistake of fact or error in judgment, taken, suffered or made, that constituted  a breach of the duties of such Partner or Officer imposed pursuant to Section 3.04(f) and  such breach was the result of (A) willful malfeasance, gross negligence, the commission  of a felony or a material violation of applicable Law (including any federal or state  securities Law), in each case, that resulted in, or could reasonably be expected to result in,  a material adverse effect on the business or properties of the Partnership or any of its  Subsidiaries or (B) fraud;   (ii) with respect to all Indemnified Persons (other than the Officers or the  Partners and their respective Affiliates), to the extent that it shall have been determined in  a final non-appealable judgment by a court or arbitral panel of competent jurisdiction that  such expenses and liabilities arose primarily from acts or omissions, including any mistake  of fact or error in judgment, taken, suffered or made, that constituted a breach of the duties  of such Indemnified Person and such breach was the result of (A) willful malfeasance,  gross negligence, the commission of a felony or a material violation of applicable Law  (including any federal or state securities Law), in each case, that resulted in, or could  reasonably be expected to result in, a material adverse effect on the business or properties  of the Partnership or any of its Subsidiaries or (B) fraud; and  (iii) with respect to the OCGH/OEP Indemnitees, to the extent that it shall have  been determined in a final non-appealable judgment by a court or arbitral panel of  competent jurisdiction that such expenses and liabilities arose primarily from acts or  omissions taken on behalf of the Partnership or any Subsidiary of the Partnership and such  act or omission is the result of (A) willful malfeasance, gross negligence, the commission  of a felony or a material violation of applicable Law (including any federal or state  securities Law), in each case, that has had, or could reasonably be expected to have, a  material and adverse effect on the business or properties of the Partnership or any of its  Subsidiaries or (B) fraud.  Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified  Person, pursuant to a loan, guaranty or otherwise, for any indebtedness of the Partnership or any  Subsidiary of the Partnership (including any indebtedness which the Partnership or any Subsidiary  of the Partnership has assumed or taken subject to), and the Partnership or any Subsidiary is hereby  authorized and empowered to enter into one or more indemnity agreements consistent with the  provisions of this Section 10.01 in favor of any Indemnified Person having or potentially having  liability for any such indebtedness. It is the intention of this Section 10.01 that the Partnership  indemnify each Indemnified Person or OCGH/OEP Indemnitee, as applicable, to the fullest extent  permitted by Law except as specifically provided in this Section 10.01.   





 






   39  (f) The termination of any action, suit or proceeding relating to or involving an  Indemnified Person or OCGH/OEP Indemnitee by judgment, order, settlement, conviction, or  upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the  Indemnified Person or OCGH/OEP Indemnitee breached any duty or committed (i) willful  malfeasance, gross negligence, a felony or a material violation of applicable Law (including any  federal or state securities Law) that has resulted in, or could reasonably be expected to result in, a  material adverse effect on the business or properties of the Partnership or any of its Subsidiaries  or (ii) fraud.    (g) The provisions of this Agreement, to the extent they limit or eliminate the  duties and liabilities of an Indemnified Person or OCGH/OEP Indemnitee otherwise existing at  law or in equity, including Sections 3.04(f) and Section 3.04(g), are agreed by each Partner to  modify such duties and liabilities of such Indemnified Person or OCGH/OEP Indemnitee to the  extent permitted by Law.  (h) Any indemnification under this Section 10.01 (unless ordered by a court or  arbitral panel of competent jurisdiction) shall be made by the Partnership unless the Partners  determine in the specific case that indemnification of the Indemnified Person or OCGH/OEP  Indemnitee is not proper in the circumstances because such Person has not met the applicable  standard of conduct set forth in Section 10.01(e). Such determination shall be made by a majority  vote of the Partners who are not parties to the applicable suit, action or proceeding. To the extent,  however, that an Indemnified Person or OCGH/OEP Indemnitee has been successful on the merits  or otherwise in defense of any action, suit or proceeding described above, or in defense of any  claim, issue or matter therein, such Indemnified Person or OCGH/OEP Indemnitee shall be  indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such  Indemnified Person or OCGH/OEP Indemnitee in connection therewith, notwithstanding an earlier  determination by the Partners that the Indemnified Person or OCGH/OEP Indemnitee had not met  the applicable standard of conduct set forth in Section 10.01(e).  (i) Notwithstanding any contrary determination in the specific case under  Section 10.01(h), and notwithstanding the absence of any determination thereunder, any  Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other  court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise  permissible under Section 10.01(e). The basis of such indemnification by a court shall be a  determination by such court that indemnification of the Indemnified Person or OCGH/OEP  Indemnitee is proper in the circumstances because such Indemnified Person or OCGH/OEP  Indemnitee has met the applicable standard of conduct set forth in Section 10.01(e). Neither a  contrary determination in the specific case under Section 10.01(h) nor the absence of any  determination thereunder shall be a defense to such application or create a presumption that the  Indemnified Person or OCGH/OEP Indemnitee seeking indemnification has not met any  applicable standard of conduct. Notice of any application for indemnification pursuant to this  Section 10.01(i) shall be given to the Partnership promptly upon the filing of such application. If  successful, in whole or in part, the Indemnified Person or OCGH/OEP Indemnitee seeking  indemnification shall also be entitled to be paid the expense of prosecuting such application.  (j) To the fullest extent permitted by Law, expenses (including attorneys’ fees)  actually and reasonably incurred by an Indemnified Person or OCGH/OEP Indemnitee in  





 






   40  defending any civil, criminal, administrative or investigative action, suit or proceeding shall be  paid by the Partnership in advance of the final disposition of such action, suit or proceeding upon  receipt of an undertaking by or on behalf of such Indemnified Person or OCGH/OEP Indemnitee  to repay such amount if it shall ultimately be determined that such Indemnified Person or  OCGH/OEP Indemnitee is not entitled to be indemnified by the Partnership as authorized in this  Section 10.01.  (k) The indemnification and advancement of expenses provided by or granted  pursuant to this Section 10.01 shall not be deemed exclusive of any other rights to which those  seeking indemnification or advancement of expenses may be entitled under this Agreement or any  other agreement, vote of Partners or otherwise, and shall continue as to an Indemnified Person or  OCGH/OEP Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of  the heirs, successors, assigns and administrators of the Indemnified Person or OCGH/OEP  Indemnitee unless otherwise provided in a written agreement with such Indemnified Person or in  the writing pursuant to which such Indemnified Person or OCGH/OEP Indemnitee is indemnified.  The provisions of this Section 10.01 shall not be deemed to preclude the indemnification of any  Person who is not specified in Section 10.01(e) but whom the Partnership has the power or  obligation to indemnify under the provisions of the Act.  (l) The Partnership may, but shall not be obligated to, purchase and maintain  insurance on behalf of any Indemnified Person or OCGH/OEP Indemnitee against any liability  asserted against such Indemnified Person or OCGH/OEP Indemnitee and incurred by such  Indemnified Person in any capacity in which such Indemnified Person or OCGH/OEP Indemnitee  is entitled to indemnification hereunder, or arising out of such Indemnified Person’s or  OCGH/OEP Indemnitee’s status as such, whether or not the Partnership would have the power or  the obligation to indemnify such Indemnified Person or OCGH/OEP Indemnitee against such  liability under the provisions of this Section 10.01.  (m) The indemnification and advancement of expenses provided by, or granted  pursuant to, this Section 10.01 shall, unless otherwise provided when authorized or ratified, inure  to the benefit of the heirs, executors and administrators of any Person entitled to indemnification  under this Section 10.01.  (n) The Partnership may, to the extent authorized from time to time by the  Partners, provide rights to indemnification and to the advancement of expenses to employees and  agents of the Partnership and to the employees and agents of the Partnership similar to those  conferred in this Section 10.01 to Indemnified Persons.  (o) If this Section 10.01 or any portion of this Section 10.01 shall be invalidated  on any ground by a court or arbitral panel of competent jurisdiction, the Partnership shall  nevertheless indemnify each Indemnified Person or OCGH/OEP Indemnitee, as applicable, as to  expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect  to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including  a grand jury proceeding or action or suit brought by or in the right of the Partnership, to the full  extent permitted by any applicable portion of this Section 10.01 that shall not have been  invalidated.  





 






   41  (p) Each Indemnified Person may, in the performance of such Indemnified  Person’s duties, consult with legal counsel and accountants, and any act or omission by such  Indemnified Person on behalf of the Partnership, any Subsidiary of the Partnership or any  investment held by the Partnership or any Subsidiary of the Partnership in furtherance of the  interests of the Partnership, any Subsidiary of the Partnership or any investment held by the  Partnership or any Subsidiary of the Partnership in good faith in reliance upon, and in accordance  with, the advice of such legal counsel or accountants will be full justification for any such act or  omission, and such Indemnified Person will be fully protected for such acts and omissions,  provided that such legal counsel or accountants were selected with reasonable care by or on behalf  of the Partnership or such Subsidiary.  (q) An Indemnified Person or OCGH/OEP Indemnitee shall not be denied  indemnification in whole or in part under this Section 10.01 because the Indemnified Person or  OCGH/OEP Indemnitee had an interest in the transaction with respect to which the  indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.  (r) Any liabilities which an Indemnified Person or OCGH/OEP Indemnitee  incurs as a result of authorized acts taken on behalf of the Partnership (whether as a fiduciary or  otherwise) in connection with the operation, administration or maintenance of an employee benefit  plan or any related trust or funding mechanism (whether such liabilities are in the form of excise  taxes assessed by the U.S. Internal Revenue Service, penalties assessed by the U.S. Department of  Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or  beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as  liabilities indemnifiable under this Section 10.01, to the maximum extent permitted by Law.  (s) The General Partner shall, in the performance of its duties, be fully  protected in relying in good faith upon the records of the Partnership and on such information,  opinions, reports or statements presented to the Partnership by any of the Officers or employees  of the Partnership, or by any other Person as to matters the General Partner reasonably believes  are within such Person’s professional or expert competence.  (t) Any amendment, modification or repeal of this Section 10.01 or any  provision hereof shall be prospective only and shall not in any way affect the limitations on the  liability of any Indemnified Person or OCGH/OEP Indemnitee under this Section 10.01 as in effect  immediately prior to such amendment, modification or repeal with respect to claims arising from  or relating to matters occurring, in whole or in part, prior to such amendment, modification or  repeal, regardless of when such claims may arise or be asserted and provided such Person became  an Indemnified Person or OCGH/OEP Indemnitee hereunder prior to such amendment,  modification or repeal.  (u) Notwithstanding anything to the contrary contained in this Section 10.01,  to the maximum extent permitted by Law, to the extent that an Indemnified Person or OCGH/OEP  Indemnitee is entitled to be indemnified by, or receive advancement of expenses from, the  Partnership hereunder, (i) the Partnership and the Other OpCo Members shall be the indemnitors  of first resort (i.e., their obligations to such Indemnified Person are primary and any obligations of  any Partner or pursuant to any other agreement, as applicable (in such capacity, the “Indemnitor  Member”), to provide indemnification or advancement for the same loss or damage incurred by  





 






   42  such Indemnified Person or OCGH/OEP Indemnitee are secondary); (ii) if an Indemnitor Member  pays or causes to be paid, for any reason, any amounts that should or could have been paid by the  Partnership, then (A) such Indemnitor Member shall be fully subrogated to all rights of the relevant  Indemnified Person or OCGH/OEP Indemnitee with respect to such payment and (B) each relevant  Indemnified Person or OCGH/OEP Indemnitee shall assign to the Indemnitor Members all of such  Indemnified Person’s or OCGH/OEP Indemnitee’s rights to advancement or indemnification with  respect to such payment from or with respect to the Partnership; (iii) the Partnership hereby waives  any and all rights of subrogation with respect to payments of indemnification or advancement of  expenses against the Indemnitor Members or any insurer thereof; and (iv) the obligations of the  Partnership pursuant to the terms hereof are secondary relative to any corresponding obligations  of any investment vehicles, Investment Funds or Portfolio Companies. In addition, in the event  that a Person could be either an Indemnified Person or an OCGH/OEP Indemnitee in the case of a  matter for which indemnification or liability may be sought under this Section 10.01, then in each  such case, such Person shall be considered to be an Indemnified Person hereunder for such matter.  (v) Prior to making any payment to an OCGH/OEP Indemnitee pursuant to this  Section 10.01, notice of such payment, along with reasonably supporting details regarding the  nature of the obligation giving rise to such payment, as well as the underlying claim, shall be given  to the Board of Directors.  The provisions of this Section 10.01 shall survive the termination of this Agreement with respect  to the acts and omissions of an Indemnified Person or OCGH/OEP Indemnitee occurring prior to  such termination.  ARTICLE XI    MISCELLANEOUS  SECTION 11.01   Addresses and 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 11.01):  (a)  If to the Partnership, to:  Oaktree Capital Management (Cayman), L.P.  333 South Grand Avenue, 28th Floor  Los Angeles, CA 90071   Attention: General Counsel   Fax: (213) 830-8545   Electronic Mail: tmolz@oaktreecapital.com    (b)  If to OCGH, to:  c/o Oaktree Holdings, Ltd. (Cayman Islands)  





 






   43  333 South Grand Avenue, 28th Floor  Los Angeles, CA 90071   Attention: General Counsel   Fax: (213) 830-8545   Electronic Mail: tmolz@oaktreecapital.com    (c)  If to OEP, to:  c/o Oaktree Capital Management GP LLC  333 South Grand Avenue, 28th Floor  Los Angeles, CA 90071   Attention: General Counsel   Fax: (213) 830-8545   Electronic Mail: tmolz@oaktreecapital.com    (d)  If to the General Partner, to:  Oaktree Holdings, Ltd. (Cayman Islands)  333 South Grand Avenue, 28th Floor  Los Angeles, CA 90071   Attention: General Counsel   Fax: (213) 830-8545   Electronic Mail: tmolz@oaktreecapital.com      and     Brookfield Asset Management Inc.   181 Bay Street   Toronto, Ontario   M5J 2V1  Attention: Kathy Sarpash (Senior Vice President, Legal &  Regulatory)   Email: BAM.Legal@brookfield.com    (e)  If to any Brookfield LP:   c/o Brookfield Asset Management Inc.   181 Bay Street   Toronto, Ontario   M5J 2V1  Attention: Kathy Sarpash (Senior Vice President, Legal &  Regulatory)   Email: BAM.Legal@brookfield.com    SECTION 11.02   Further Action.  The parties shall execute and deliver all  documents, provide all information and take or refrain from taking action as may be necessary or  appropriate to achieve the purposes of this Agreement.  





 






   44  SECTION 11.03   Binding Effect.  This Agreement shall be binding upon and inure  to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal  representatives and permitted assigns. The Indemnified Persons and OCGH/OEP Indemnitees and  their respective heirs, executors, administrators and successors shall be entitled to receive the  benefits of this Agreement.  SECTION 11.04   Integration.  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 11.05   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,” and “Sections” shall  refer to corresponding provisions of this Agreement.  The use of the word “including” (or  derivations thereof) herein shall mean “including, without limitation.”    SECTION 11.06   Creditors.  None of the provisions of this Agreement shall be for  the benefit of, or shall be enforceable by, any creditor of the Partnership.  SECTION 11.07   Waiver.  No failure by any party to insist upon the strict  performance of any covenant, duty, agreement or condition of this Agreement or to exercise any  right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of  any other covenant, duty, agreement or condition.  SECTION 11.08   Counterparts.    This Agreement may be executed in counterparts, all of which together shall  constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are  not signatories to the original or the same counterpart. Each party shall become bound by this  Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a  Unit pursuant to Section 8.06, without execution hereof.  SECTION 11.09   Invalidity of Provisions.  If any provision of this Agreement is  or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability  of the remaining provisions contained herein shall not be affected thereby.  SECTION 11.10   Applicable Law.  This Agreement shall be construed in  accordance with and governed by the laws of the State of Delaware applicable to agreements made  and to be performed entirely therein.  SECTION 11.11   Consent of Partners.  Each Partner hereby expressly consents  and agrees that, whenever in this Agreement it is specified that an action may be taken upon the  affirmative vote or consent of less than all of the Partners, such action may be so taken upon the  concurrence of less than all of the Partners (but, in all events, only after satisfying the requisite  vote or consent, including any Consent Rights pursuant to the OCG Operating Agreement) and  each Partner shall be bound by the results of such action.  





 






   45  SECTION 11.12   Facsimile Signatures.  The use of facsimile signatures affixed in  the name and on behalf of an Officer is expressly permitted by this Agreement.   SECTION 11.13   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 (a) the Partnership, (b) any Limited Partner’s rights and  obligations hereunder, (c) the validity or scope of any provision of this Agreement, (d) whether a  particular dispute, claim or controversy is subject to arbitration under this Section 11.13 and (e)  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 11.01.  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 11.13 to be enforceable, and  all other costs of arbitration shall be shared equally between the parties to the arbitration.  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 11.13 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 incurred in enforcing this Section 11.13, 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  11.13 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 11.13, including the existence  and outcome of such arbitration and any information obtained in connection with any such  





 






   46  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 11.13 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 (a) promptly notify the other party to the arbitration and (b)  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, (a) any arbitration pursuant to this Section 11.13 shall  not include any disputes, claims or controversies that do not arise out of or relate to this Agreement,  and (b) any arbitration pursuant to this Section 11.13 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 11.14   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 11.15   Expenses.  Except as otherwise specified in this Agreement, the  Partnership shall be responsible for all costs and expenses, including fees and disbursements of  counsel, financial advisors and accountants, incurred in connection with its operation.    SECTION 11.16   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 11.17   Amendments and Waivers.    (a) This Agreement (including Exhibit A) may be amended, supplemented,  waived or modified by the written consent of all Partners and the Brookfield Member; provided  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) the admission, substitution, withdrawal or removal of Partners in  accordance with this Agreement; (ii) 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; (iii) 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; (iv) a change in the  





 






   47  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.  SECTION 11.18   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 10.01 hereof). Notwithstanding the foregoing,  (a) each of OCGH and Brookfield shall be a third-party beneficiary of this Agreement with the  right to enforce this Agreement as if it were a direct party hereto, (b) each Note Issuer shall be a  third-party beneficiary of Section 4.02 relating to the Special Distribution Right with the right to  enforce Section 4.02 as if such Note Issuer were a direct party thereto and (c) OCG shall be a third- party beneficiary of Section 8.07 with the right to enforce Section 8.07 as it were a direct party  thereto.   SECTION 11.19   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 11.20   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  





 






   48  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 11.21   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 deemed advisable by the General Partner to carry out the provisions of this Agreement  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 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 11.22   Partnership Status.  The parties intend to treat the Partnership as  a partnership for U.S. federal income tax purposes. 





 






    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, LTD.         By:/s/ Richard Ting   Name:  Richard Ting  Title:  Managing Director and Associate  General Counsel        By:/s/ Jeffrey Joseph   Name:  Jeffrey Joseph  Title: Managing Director      





 






    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.      LIMITED PARTNERS:    OAKTREE HOLDINGS, LTD.         By:/s/ Richard Ting   Name:  Richard Ting  Title:  Managing Director and Associate  General Counsel        By:/s/ Jeffrey Joseph   Name:  Jeffrey Joseph  Title: Managing Director      





 






      OAKTREE CAPITAL GROUP HOLDINGS, L.P.  By: Oaktree Capital Group Holdings GP, LLC,    its  general partner        By:/s/ Richard Ting   Name:  Richard Ting  Title:  Managing Director and Associate  General Counsel        By:/s/ Jeffrey Joseph   Name:  Jeffrey Joseph  Title: Managing Director        





 






      OAKTREE EQUITY PLAN, L.P.  By: Oaktree Capital Group Holdings GP, LLC,    its  general partner        By:/s/ Richard Ting   Name:  Richard Ting  Title:  Managing Director and Associate  General Counsel        By:/s/ Jeffrey Joseph   Name:  Jeffrey Joseph  Title: Managing Director      





 






    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.      BROOKFIELD MEMBER:    Solely with respect to the provisions of this  Agreement applicable to the Brookfield Member:    BROOKFIELD US HOLDINGS, INC.        By: /s/ Kathy Sarpash   Name:  Kathy Sarpash  Title:  Vice President and Secretary