0001193125-23-137205 Sample Contracts

OAKTREE GARDENS OLP, LLC Amended and Restated Limited Liability Company Agreement Dated as of May 4, 2023
Limited Liability Company Agreement • May 5th, 2023 • Oaktree Gardens OLP, LLC • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Oaktree Gardens OLP, LLC (the “Company”), is entered into as of May 4, 2023, by and among the Company, Oaktree Fund GP I, L.P. (the “Initial Member”) and those Persons who have entered into Subscription Agreements with the Company for the purchase of Common Units in the Company. This Agreement amends and restates in its entirety the Limited Liability Company Agreement (the “Original Agreement”) of the Company, dated as of February 6, 2023, by and between the Company and the Initial Member.

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ADMINISTRATION AGREEMENT
Administration Agreement • May 5th, 2023 • Oaktree Gardens OLP, LLC • New York

This Administration Agreement (this “Agreement”) made this 4th day of May, 2023 (the “Effective Date”) by and between Oaktree Gardens OLP, LLC, a Delaware limited liability company (the “Company”), and Oaktree Fund Administration, LLC, a Delaware limited liability company (the “Administrator”).

CUSTODY AGREEMENT by and among EACH ENTITY LISTED ON APPENDIX A and THE BANK OF NEW YORK MELLON
Custody Agreement • May 5th, 2023 • Oaktree Gardens OLP, LLC • New York

This CUSTODY AGREEMENT (“Agreement”) is dated as of February 3, 2022 and is by and between THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”), and each entity listed on Appendix A hereto, severally and not jointly (each individually, “Client”). A separate custody agreement between Custodian and each Client effective as of the date set forth on Appendix A hereto (the “Effective Date”) will be deemed to have been established, the terms of which are set forth in this Agreement. With respect to each such separate Agreement, Custodian and the applicable Client are collectively referred to as the “Parties” and individually as a “Party”.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 5th, 2023 • Oaktree Gardens OLP, LLC • New York

This Investment Advisory Agreement (this “Agreement”) made this 4th day of May, 2023 (the “Effective Date”) by and between Oaktree Gardens OLP, LLC, a Delaware limited liability company (the “Company”), and Oaktree Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”).

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