Special Value Continuation Partners, LP (Form: 10-12G, Received: 05/06/2011 17:26:28)

Exhibit No. 3

AMENDED AND RESTATED PARTNERSHIP AGREEMENT

SPECIAL VALUE CONTINUATION PARTNERS, LP

a Delaware Limited Partnership

Dated as of [ ], 2011

TABLE OF CONTENTS

		Page

SECTION 1. DEFINED TERMS		1

SECTION 2. LIMITED PARTNERSHIP FORMATION AND IDENTIFICATION		8
2.1	Formation	8
2.2	Name and Place of Business	8
2.3	Records of Partners	9
2.4	Limited Partnership	9

SECTION 3. PURPOSE, NATURE OF BUSINESS AND POWERS		9

SECTION 4. TERM		9

SECTION 5. PARTNERSHIP INTERESTS		10
5.1	Capital Accounts	10
5.2	Classes and Series	10
5.3	Issuance of Interests	10
5.4	Rights of Partners	11

SECTION 6. REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS		11

SECTION 7. CAPITAL ACCOUNTS AND ALLOCATIONS		11
7.1	Capital Contributions of Partners	11
7.2	Withdrawal of Capital	12
7.3	Capital Accounts	12
7.4	Allocations in General	13
7.5	Allocation of Net Profit and Net Loss	13
7.6	Corrective Adjustments	15
7.7	Special Allocations	15
7.8	Adjustments to Reflect Changes in Interests	16
7.9	Allocation of Taxable Income and Loss	17
7.10	Guaranteed Payments	17
7.11	Allocation of Nonrecourse Deductions	17
7.12	Allocation of Partner Nonrecourse Deductions	17
7.13	Excess Nonrecourse Liabilities	17
7.14	Treatment of Certain Distributions	17

SECTION 8. DISTRIBUTIONS		18
8.1	Distributions	18
8.2	Withholding	20

SECTION 9. MANAGEMENT, GENERAL PARTNER AND BOARD OF DIRECTORS		20
9.1	Management Generally	20
9.2	Board of Directors	21

9.3	Expenses of the Company	24
9.4	Partners’ Consent	25
9.5	Exculpation	25
9.6	Indemnification; No Duty of Investigation; Reliance on Experts	26
9.7	Director Limited Liability	27
9.8	Certain Other Activities	28
9.9	Tax Matters	28

SECTION 10. PARTNERS		29
10.1	Identity and Contributions	29
10.2	No Management Power or Liability	29
10.3	Amendments	30
10.4	Merger, Consolidation, Liquidation	31
10.5	List of Partners	32
10.6	Limitations	32
10.7	Meetings	32
10.8	Action Without a Meeting	33
10.9	Procedures	33
10.10	Voting	33
10.11	Removal of the General Partner	35

SECTION 11. ADMISSION OF ADDITIONAL PARTNERS; ASSIGNMENTS OR TRANSFERS OF INTERESTS		35
11.1	Admission of Additional Partners	35
11.2	Assignments or Transfers of Interests	35

SECTION 12. POWER OF ATTORNEY		38
12.1	Appointment of General Partner	38
12.2	Nature of Special Power	38

SECTION 13. BOOKS, RECORDS AND REPORTS		39
13.1	Books	39
13.2	Reports	40

SECTION 14. VALUATION OF ASSETS AND INTERESTS		41

SECTION 15. BANK ACCOUNTS; CUSTODIAN		41
15.1	Bank Accounts Generally	41
15.2	Custodian	41

SECTION 16. DISSOLUTION AND TERMINATION OF THE COMPANY		42
16.1	Dissolution Generally	42
16.2	Continuation of Company	42
16.3	Events Causing Dissolution	42
16.4	Distribution of Assets on Liquidation	43
16.5	Liquidation Statement	43
16.6	Director’s Liability Upon Dissolution or Removal	43

SECTION 17. GENERAL PROVISIONS		44
17.1	Notices and Distributions	44
17.2	Survival of Rights	44
17.3	Construction	44
17.4	Section Headings	44
17.5	Agreement in Counterparts	45
17.6	Governing Law	45
17.7	Additional Documents	45
17.8	Severability	45
17.9	Pronouns	45
17.10	Entire Agreement	45
17.11	Arbitration	46
17.12	Waiver of Partition	46
17.13	Non-Petition Covenant	46
17.14	Filing	46

Appendix A	Statement of Preferences of Series A Cumulative Preferred Interests	A-1

Appendix B	Form of Notice of Transfer	B-1

Appendix C	Schedule of Partners	C-1

iii

SPECIAL VALUE CONTINUATION PARTNERS, LP

A Delaware Limited Partnership

AMENDED AND RESTATED PARTNERSHIP AGREEMENT

This Amended and Restated Partnership Agreement, dated as of [ ], 2011 (this " Agreement "), when executed by Special Value Continuation Fund, LLC (the " Parent ") as limited partner and by SVOF/MM, LLC (the " General Partner ") as general partner, shall be the partnership agreement of the Company.

Upon the terms and subject to the conditions described below, the parties to this Agreement, which shall include all Persons becoming Partners at any time, as a condition of becoming and for so long as they remain partners, agree as follows:

SECTION 1.

DEFINED TERMS

The terms set forth below shall have the indicated meanings.

"Accounting Period" means a one year period commencing on the first day of the Fiscal Year, or any period of shorter duration commencing upon the day following the last day of the preceding Accounting Period and terminating upon the earlier of (a) the last day of the then current Fiscal Year or (b) the day preceding the effective date of any change in the relative Interests of the Partners, a Transfer by any Partner of its Interest or any other similar transaction or event, as determined by the General Partner in its sole discretion; provided , however , that the first Accounting Period shall extend from the Closing Date until no later than December 31, 2006.

"Adjusted Capital Account" means, with respect to the Capital Account of any Partner, the balance, if any, in such Partner's Capital Account as of the end of the relevant Accounting Period, after giving effect to all allocations made with respect to such Accounting Period under Sections 7.5-7.8 and to the following adjustments:

(i) credit to such Capital Account any amount that the Partner is obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-2(g)(1) or 1.704-2(i)(5); and

(1) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii) (d)(4) , 1.704-1(b)(2)(ii) (d)(5) and 1.704-1(b)(2)(ii) (d)(6) that are attributable to such Capital Account.

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii) (d) and shall be interpreted consistently therewith.

"Advisers Act" means the Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder and applicable exemptions granted therefrom, as amended from time to time.

"Advisory Agreement" means the Investment Management Agreement between the Company and the Investment Manager, dated on or about the Closing Date, as such agreement may be amended, modified, revised or restated, from time to time, in accordance with the terms hereof and thereof, and any substantially similar agreement with a successor Investment Manager permitted by the terms hereof and thereof.

"Advisory Fee" means the fee payable to the Investment Manager under the Advisory Agreement.

"Affiliated Person" has the meaning set forth in the Investment Company Act.

"Aggregate Net Loss" means, as calculated from time to time, the excess (if any) of the aggregate Net Loss for the then current and all previous Accounting Periods over the aggregate Net Profit for the then current and all previous Accounting Periods, taking into account adjustments under Section 7.5(b).

"Aggregate Net Profit" means, as calculated from time to time, the excess (if any) of the aggregate Net Profit for the then current and all previous Accounting Periods over the aggregate Net Loss for the then current and all previous Accounting Periods, taking into account adjustments under Section 7.5(b).

"Agreement" means this Partnership Agreement, as originally executed and as amended from time to time.

"Assets" means all cash, Cash Equivalents, securities, investments and other property and assets of any type of the Company.

"Board of Directors" means the board of directors of the Company.

"Business Day" means any day other than a Saturday, Sunday or any other day on which banks in New York, New York or Los Angeles, California are required by law to be closed. All references to Business Day herein shall be based on the time in New York, New York.

"Capital Contribution" means a contribution to the Company in cash or in kind by a Partner or Person becoming a Partner or by any predecessor holder of the interests held by such Partner.

"Cash Equivalents" has the meaning assigned to such term in the Credit Agreement; provided that if the Credit Agreement is terminated without replacement, such term shall have the meaning assigned to it in the relevant Statement of Preferences (or if the Statement of Preferences has been terminated, those provisions in effect on the date of such termination).

"Certificate" means the Certificate of Limited Partnership of the Company, filed with the Secretary of State on July 17, 2006, and any and all amendments thereto and restatements thereof filed with the Secretary of State.

"Closing Date" means the date as of which the transactions contemplated by the Contribution Agreement among Special Value Bond Fund II, LLC, Special Value Absolute Return Fund, LLC and the Company shall have occurred.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

"Common Partner" means a Partner holding Common Interests of the Company.

"Common Interests" means the common limited partner interests of the Company having the rights and other terms set forth in this Agreement.

"Company" means Special Value Continuation Partners, LP, a Delaware limited partnership, as it may from time to time be constituted.

"Contributed Common Equity" means the value of Parent's net assets attributable to common shares of Parent as of December 31, 2012 plus the proceeds to Parent of all issuances of common shares of Parent less (A) offering costs of any securities or leverage facility of Parent or the Company, (B) all distributions by Parent representing a return of capital and (C) the total cost of all repurchases of common shares of Parent by Parent, in each case after December 31, 2012 and through the end of the preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis.

"Cost Basis" means, as of any time of determination with respect to any Asset, the Company's adjusted tax basis in that Asset at such time as determined for federal income tax purposes; provided , however , that if the Company has made an election under Section 754 of the Code, such tax basis shall be determined after giving effect to adjustments made under Section 734 of the Code but (except as provided in Treasury Regulation Section 1.734-2(b)(1)) without regard to adjustments made under Section 743 of the Code.

"Credit Agreement" means (a) the Credit Agreement, dated on or about the Closing Date, by and among the Company, the Parent, certain lenders party thereto and the arranger and administrative agent therefor, as the same may be amended, modified, restated, supplemented, refinanced, extended, refunded or replaced (in whole or in part) (including with lenders other than the initial lenders) from time to time and (b) any related agreements or instruments in respect of any amendment, modification, restatement, supplement, refinancing, extension, refunding or replacement of senior indebtedness (including one or more replacement credit agreements).

"Cumulative" means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date.

"Custodial Account" means one or more segregated accounts maintained pursuant to the requirements of the Investment Company Act and other applicable law to hold the Assets.

"Custodian" means an entity which maintains the Custodial Account pursuant to the requirements of the Investment Company Act and other applicable law.

"Delaware Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §17-101, et seq .), as amended from time to time and any successor thereto.

"Director" means each director of the Company who at the time in question has been duly elected or appointed and has qualified as a director in accordance with the provisions hereof and is then in office.

"Disabling Conduct" shall have the meaning set forth in Section 9.5.

"Disinterested Non-Party Directors" shall have the meaning set forth in Section 9.6.

"Excess Nonrecourse Liabilities" means excess nonrecourse liabilities within the meaning of Treasury Regulations § 1.752-3(a)(3).

"Fiscal Quarter" means a three calendar month period ending March 31, June 30, September 30 or December 31 of a Fiscal Year.

"Fiscal Year" means the Company’s fiscal year, which shall end on each December 31 unless otherwise determined by the Board of Directors.

"GAAP" means U.S. generally accepted accounting principles.

"General Partner" means SVOF/MM, LLC, a Delaware limited liability company, or any other Person who becomes a general partner of the Company.

"Incapacity" or "Incapacitated" means, as to any Person, the bankruptcy, insolvency, death, disability, adjudication of incompetence or insanity, dissolution or termination, as the case may be, of such Person.

"Indemnified Person" shall have the meaning assigned to such term in Section 9.5.

"Independent Director" means a Director that is not an Interested Person.

"Interested Person" has the meaning given to such term in the Investment Company Act.

"Interests" means the Common Interests and the Preferred Interests issued by the Company.

"Investment Company Act" means the Investment Company Act of 1940 and the rules and regulations promulgated thereunder and applicable exemptions granted therefrom, as amended from time to time.

"Investment Manager" means Tennenbaum Capital Partners, LLC, a Delaware limited liability company, in its capacity as investment manager to the Company, and any successor thereto selected in accordance with the Advisory Agreement and the Investment Company Act.

"Manager Affiliate" has the meaning set forth in Section 9.8.

"Net Asset Value" means the value of the Assets less the liabilities of the Company and less the liquidation preference of any Preferred Interests, calculated pursuant to Section 14 in accordance with GAAP and in compliance with the Investment Company Act.

"Net Loss" means any realized and unrealized net decrease in the net asset value of the Company (after liabilities of any sort (whether contingent or otherwise), guaranteed payments and expenses of any sort) from the beginning of an Accounting Period to the end of such Accounting Period (determined in accordance with GAAP consistently applied), excluding from such calculation any increase due to any Capital Contributions made during such Accounting Period and any decrease due to any distributions or withdrawals made during such Accounting Period.

"Net Profit" means any realized and unrealized net increase in the net asset value of the Company (after liabilities of any sort (whether contingent or otherwise), guaranteed payments and expenses of any sort) from the beginning of a Accounting Period to the end of such Accounting Period (determined in accordance with GAAP consistently applied), excluding from such calculation any increase due to any Capital Contributions made during such Accounting Period and any decrease due to any distributions or withdrawals made during such Accounting Period.

"Nonrecourse Deduction" means a nonrecourse deduction determined pursuant to Treasury Regulations § 1.704-2(c).

"Nonrecourse Distribution" means a distribution to a Partner that is allocable to a net increase in Company Minimum Gain pursuant to Treasury Regulations § 1.704-2(h)(1).

"Nonrecourse Liability" has the meaning assigned to it in Treasury Regulations § 1.704-2(b)(3).

"Notice of Transfer" means a Notice of Transfer in the form of Appendix B, including the certifications forming a part thereof.

"Offering Memorandum" means the Confidential Private Offering Memorandum, dated May, 2006, relating to the common shares of the Parent, as amended or supplemented from time to time.

"Ordinary Income Before Incentive Distribution" means Parent's interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees received from Portfolio Companies) during the period, minus Parent's operating expenses during the period (including the base management fee, expenses payable under the administration agreements, any interest expense and any dividends paid on any issued and outstanding preferred stock), plus increases and minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as contributions or distributions in respect of common equity, and without reduction for any distributions to the General Partner pursuant to Section 8.1(b)(iii) or any incentive compensation and any organization or offering costs, in each case determined on an accrual and consolidated basis.

"Other Accounts" has the meaning set forth in Section 9.8.

"Parent" has the meaning set forth in the preamble.

"Partially Adjusted Capital Account" means with respect to any Partner as of the last day of any Accounting Period, the Capital Account of such Partner as of the beginning of the Accounting Period ending on such date, adjusted as set forth in Section 7.3 to reflect (a) all contributions made by and distributions made to such Partner during the Accounting Period ending on such date and (b) all allocations of items of Company income, gain, loss or expense made for such Accounting Period pursuant to Sections 7.5-7.8, but (c) before giving effect to any allocation of Net Profit or Net Loss made for such Accounting Period pursuant to Section 7.5.

"Partner" means any Person that is admitted as a Common Partner, Preferred Partner or General Partner of the Company in accordance with the terms of this Agreement at the time of reference thereto.

"Partner Nonrecourse Debt" means any liability of the Company to the extent that (i) the liability is nonrecourse for purposes of Treasury Regulations § 1.1001-2 and (ii) a Partner or a Related Person bears the economic risk of loss under Treasury Regulations § 1.752-2.

"Partner Nonrecourse Debt Minimum Gain" means minimum gain attributable to Partner Nonrecourse Debt pursuant to Treasury Regulations § 1.704-2(i)(2).

"Partner Nonrecourse Deduction" means any item of Book loss or deduction that is attributable to a Partner Nonrecourse Debt pursuant to Treasury Regulations § 1.704-2(i).

"Partner Nonrecourse Distribution" means a distribution to a Partner that is allocable to a net increase in such Partner's share of Partner Nonrecourse Debt Minimum Gain pursuant to Treasury Regulations § 1.704-2(i)(6).

"Person" means any human being, partnership, limited liability company, corporation, trust or other entity.

"Portfolio Company" means any Person that has issued any securities or incurred any obligations that are then owned, or that previously were owned, by the Company.

"Preferred Partner" means a Partner holding Preferred Interests of the Company.

"Preferred Interests" means the preferred limited partner interests of the Company having the rights and other terms set forth in the Statement of Preferences for the applicable series thereof, including without limitation any Series A Preferred Interests.

"Realized Capital Gains" means realized capital gains of Parent (computed net of cumulative realized losses and cumulative unrealized capital depreciation).

"Secretary of State" means the Secretary of State of the State of Delaware.

"Section 705(a)(2)(B) Expenditures" means non-deductible expenditures of the Company that are described in Section 705(a)(2)(B) of the Code, and organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(i).

"Securities Act" means the Securities Act of 1933 and the rules and regulations promulgated thereunder and applicable exemptions granted therefrom, as amended from time to time.

"Series A Preferred Interests" means the Series A Cumulative Preferred Interests of the Company, the Statement of Preferences of which is attached hereto as Appendix A.

"Statement of Preferences" means any statement of preferences setting forth the rights and other terms of any Preferred Interests issued by the Company.

"Substituted Partner" means any Person admitted as a Partner pursuant to Section 11.2(b).

"Target Capital Account" means, with respect to any Partner as of the last day of any Accounting Period, an amount (which may be either a positive or a deficit balance) equal to the amount that such Partner would receive as a distribution if all assets held by the Company on such date were sold for an aggregate amount of cash equal to the fair market value (as computed for Capital Account purposes as of such last day of such Accounting Period) of such assets, all liabilities were satisfied in accordance with their terms and all remaining cash were distributed to the Partners in accordance with the relevant provisions of Section 8 (computed after the contributions received and distributions made by the Company during the Accounting Period ending on such date have been taken into account as provided in Section 7.3).

"Tax Matters Partner" means the General Partner in its capacity as the "tax matters partner" pursuant to Section 9.9(a).

"Total Return" means the amount equal to the combination of Ordinary Income Before Incentive Distribution, Realized Capital Gains and unrealized capital appreciation of Parent for the period, in each case determined on an accrual and consolidated basis.

"Transfer" or "Transferred" means, with respect to any legal or beneficial interest in the Company, a direct or indirect sale, transfer, assignment, gift, pledge, hypothecation or other disposition or encumbrance of any nature of or on such interest, whether by operation of law or otherwise (including a transfer as a result of a merger or consolidation involving a Partner or a sale of all or substantially all of a Partner’s assets).

"Transferee" means, with respect to any legal or beneficial interest in the Company, the Person to whom the Transferor of such interest desires to Transfer or has Transferred such interest.

"Transferor" means, with respect to any legal or beneficial interest in the Company, the Partner or other Person desiring to Transfer such interest.

"Treasury Regulations" means the United States Treasury regulations promulgated under the Code.

"Valuation Date" means (i) the last Business Day of each Fiscal Quarter, (ii) the date on which the Company terminates, and (iii) such other dates as determined by the Board of Directors, in accordance with the valuation policies and guidelines approved from time to time by the Board of Directors.

SECTION 2.

LIMITED PARTNERSHIP FORMATION AND IDENTIFICATION

2.1 Formation

The Company has been formed as a limited partnership pursuant to the Delaware Act by the filing of the Certificate with the Secretary of State, Division of Corporations, in accordance with the Delaware Act on July 17, 2006. The Company is hereby continued under, and its business and affairs shall be conducted in accordance with, the Delaware Act, and this Agreement shall be governed by the laws of the State of Delaware. Common Partners shall be admitted as Partners of the Company upon the Closing Date and upon any approved Transfer. Preferred Partners shall be admitted as Partners of the Company pursuant to the provisions of the applicable Statement of Preferences.

2.2 Name and Place of Business

The name of the Company shall be "Special Value Continuation Partners, LP" or such other name or names as may be selected by the General Partner from time to time with written notice given to the Partners of such change. The principal office of the Company shall be at the principal place of business of the General Partner at 2951 28 th Street, Suite 1000, Santa Monica, California 90405, or other or additional places of business as may be selected from time to time by the Company.

2.3 Records of Partners

The addresses and schedules of capital accounts and other matters related to the Partners shall be those set forth in the Company records. A Partner may change its address by written notice to the Company, in care of the General Partner, at the address set forth in Section 2.2.

2.4 Limited Partnership

The Company has been formed as a limited partnership under and pursuant to the Delaware Act. The Board of Directors and the Partners specifically intend and agree that the Company shall, for purposes of the Code and state tax laws, be classified as a partnership and none of them shall make any election or take any other action that would cause their relationship under this Agreement to be excluded from the application of all or any part of Subchapter K of the Code (or any successor provisions). The Partners specifically intend and agree that the Company shall be a limited partnership pursuant to the Delaware Act and not any other type of venture.

SECTION 3.

PURPOSE, NATURE OF BUSINESS AND POWERS

(a) The purposes of the Company and the business to be carried on by it, subject to the limitations contained elsewhere in this Agreement, are to engage in any business lawful for a corporation or partnership formed under the laws of the State of Delaware, including to act as an investment company.

(b) The Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers of a partnership organized under the laws of the State of Delaware.

(c) All property owned by the Company, real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Partner or Director, individually, shall have any ownership of such property.

SECTION 4.

TERM

The existence of the Company commenced on the date the Certificate was filed in the Office of the Secretary of State and shall continue in full force and effect until terminated in accordance with the terms hereof.

SECTION 5.

PARTNERSHIP INTERESTS

5.1 Capital Accounts

A capital account ("Capital Account") shall be established for each Partner and shall initially equal the Capital Contribution of such Partner, which shall be equal to the aggregate amount of cash contributed by such Partner to the Company plus the fair market value of property contributed by such Partner to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject or pursuant to Section 752 of the Code), minus the amount of money and the fair market value of property, if any, distributed to such Partner by the Company (net of any liabilities secured by such property that such Partner is considered to assume or take subject or pursuant to Section 752 of the Code) in connection with the Capital Contribution. Each such Capital Account shall be adjusted in accordance with the provisions of Section 7.

5.2 Classes and Series

The General Partner shall have the authority, with the approval of the Directors and without the approval of any other Partners of the Company, to create, classify or reclassify one or more classes of Interests and one or more series of any or all of such classes, each of which classes and series thereof shall have such designations, powers, preferences, voting, conversion and other rights, limitations, qualifications and terms and conditions as the General Partner with the approval of the Directors shall determine from time to time with respect to each such class or series; provided, however, that no reclassification of any existing Interests and no modifications of any of the designations, powers, preferences, voting, conversion or other rights, limitations, qualifications and terms and conditions of any existing Interests may be made by the General Partner without the affirmative vote of the Partners specified in Section 10.3 to the extent required thereby and the satisfaction of any conditions to such reclassification as set forth in the applicable Statement of Preferences. The designations, powers, preferences, voting, conversion and other rights, limitations, qualifications and terms and conditions of the Series A Preferred Interests in the form of the Statement of Preferences therefor are attached as Appendix A.

5.3 Issuance of Interests

(a) Subject to Section 5.3(b), the General Partner, in its discretion, may from time to time without vote of the Partners issue Interests of any class or any series of any such class to such Person or Persons and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the General Partner with the approval of the Directors may determine, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses.

(b) Number of Holders. The aggregate number of Partners at no time shall exceed 95 "partners", as determined for purposes of §1.7704-1(h) of the Treasury Regulations. Each Holder of a Preferred Unit and a Common Membership Interest must (i) be a "United States Person" (as defined in Section 7701(a)(30) of the Code), or (ii) represent to the Company that it holds its Interest in the Company in connection with its conduct of a trade or business within the United States, as determined for U.S. federal income tax purposes, and provide the Company with a properly executed IRS Form W-8 ECI with respect to its acquisition of its interest in the company upon becoming a Partner and at such subsequent times as required by law or as the Company may reasonably request.

5.4 Rights of Partners

The Interests shall be personal property giving only the rights specifically set forth in this Agreement. The ownership of the Assets of every description is vested in the Company. The right to conduct and supervise the conduct of the business of the Company is vested exclusively in the General Partner, subject to the rights of the Directors specified herein or required by the Investment Company Act (subject to the right of the General Partner and Board of Directors to delegate all or any part of their authority to any person or group of persons, including, without limitation, the Investment Manager), and the Partners shall have no interest therein other than the beneficial interest conferred by their Interests, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Company nor can any Partner (other than the General Partner) be called upon to share or assume any losses of the Company or suffer an assessment of any kind by virtue of their ownership of Interests. No Interests of any class or series shall entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as otherwise specified in this Agreement or as specified by the General Partner in the designation or redesignation of any such class or series).

SECTION 6.

REGISTERED OFFICE AND AGENT FOR SERVICE OF PROCESS

The Corporation Trust Company is hereby designated, subject to change by the General Partner, as the registered office of the Company and as the agent upon whom process issued by authority of or under any law of the State of Delaware may be served.

SECTION 7.

CAPITAL ACCOUNTS AND ALLOCATIONS

7.1 Capital Contributions of Partners

(a) The initial Common Partner may contribute additional capital at any time. On the date of issuance of any Preferred Interests, the Person who is admitted as a Partner in respect of such Preferred Interest in accordance with the applicable Statement of Preferences shall, in connection therewith, contribute to the Company an amount in cash equal to the purchase price for such Preferred Interest.

7.2 Withdrawal of Capital

No Partner shall have any right to withdraw from the Company except in connection with the admission of one or more Transferees of all of such Partner's Interests in the Company. No Partner shall have any right to require the Company to repurchase or redeem all or any portion of its Interests except as provided in or pursuant to any Statement of Preferences.

7.3 Capital Accounts

(a) Without limiting the generality of the foregoing and subject to paragraphs (b), (c), (d) and (e) below and to Section 7.8, the Capital Account maintained for each Partner shall initially have a balance equal to the Capital Contribution made by such Partner to the Company; thereafter, such balance will be increased by the aggregate amount of Net Profit and other items of income and gain allocated to such Partner pursuant to Sections 7.4-7.8; decreased by the aggregate amount of distributions made by the Company to such Partner; decreased by the aggregate amount of Net Loss and other items of deduction, expenditure and loss allocated to such Partner pursuant to Sections 7.4-7.8. In crediting or debiting a Partner's Capital Account, whether in connection with its Capital Contribution or thereafter, the Capital Account balance shall be (i) increased by the amount of any liability of the Company that the Partner assumes (within the meaning of Treasury Regulations § 1.704-1(b)(2)(iv)( c )) (excluding liabilities assumed in connection with the distribution of Company property and excluding increases in such Partner's share of Company liabilities pursuant to Section 752 of the Code) and (ii) decreased by the amount of any individual liability of such Partner's for which the Company becomes personally and primarily liable (excluding liabilities assumed in connection with the contribution of property to the Company by such Partner and excluding decreases in such Partner's share of Company liabilities pursuant to Section 752 of the Code).

(b) The General Partner may adjust the Partners' Capital Accounts in accordance with, and upon the occurrence of an event described in Treasury Regulations Section 1.704-1(b)(2)(iv) (f ) including but not limited to the addition of new Partners, to reflect a revaluation of the Company's assets on the Company's books. Such adjustments to the Partners' Capital Accounts shall be made in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)( g ) for allocations of depreciation, depletion, amortization and gain or loss with respect to such revalued property.

(c) Except as may be required by the Delaware Act or any other applicable law, no Partner with a negative balance in its Capital Account shall have any obligation, in connection with the liquidation of the Company or otherwise, to restore such negative balance.

(d) Upon any Transfer (other than a pledge or hypothecation) of an interest in the Company, a proportionate share of the Capital Account of the Transferor shall be transferred to the Transferee, and the Transferee shall be deemed to have made the contributions that were made by the Transferor and to have received the distributions and allocations that were received by the Transferor from the Company, in each case to the extent of the interest transferred.

(e) All provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv), as amended, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. The General Partner shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with the Treasury Regulations promulgated under Section 704 of the Code.

7.4 Allocations in General

Company income, gain, loss and expense shall be allocated to the Capital Accounts of the Partners in accordance with Sections 7.5-7.9.

7.5 Allocation of Net Profit and Net Loss

The General Partner shall seek to determine and allocate all items of profit, gain, loss and deductions, as described below, with respect to each Accounting Period of the Company within 45 days after the end of each Accounting Period other than any Accounting Period ending on the last day of the Fiscal Year and within 60 days after the end of each Fiscal Year. After giving effect to the special allocations set forth in Sections 7.6, 7.7 and 7.8, the Net Profit or Net Loss of the Company for such Accounting Period shall be allocated to the Capital Accounts of the Partners as follows:

(a) Net Profit and Net Loss of the Company shall be allocated among the Partners so as to reduce proportionately (i) in the case of Net Profit, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts as of the end of such Accounting Period, or (ii) in the case of Net Loss, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts as of the end of such Accounting Period. No portion of the Company's Net Profit or Net Loss for any Accounting Period shall be allocated to any Partner, in the case of Net Profit, whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account or, in the case of Net Loss, whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account as of the end of such Accounting Period.

(b) The following special allocations of items of Company income, gain, loss and expense taken into account in determining Net Profit and Net Loss shall be made in the circumstances described below:

(i) if the Company has Net Profit for any Accounting Period and, notwithstanding the application of Section 7.5(a), any Partner's Partially Adjusted Capital Account is greater than its Target Capital Account (determined prior to giving effect to this Section 7.5(b)), then the Partner with such difference shall be specially allocated items of Company loss or expense for such Accounting Period that are taken into account in determining Net Profit and Net Loss (to the extent available) equal to the difference between its Partially Adjusted Capital Account and its Target Capital Account;

(ii) if the Company has Net Loss for any Accounting Period and, notwithstanding the application of Section 7.5(a), any Partner's Partially Adjusted Capital Account is less than its Target Capital Account (determined prior to giving effect to this Section 7.5(b)), then the Partner with such difference shall be specially allocated items of Company income or gain for such Accounting Period that are taken into account in determining Net Profit and Net Loss (to the extent available) equal to the difference between its Partially Adjusted Capital Account and its Target Capital Account; and

(iii) if the Company has neither Net Profit nor Net Loss for any Accounting Period and, notwithstanding the application of Section 7.5(a), any Partner's Target Capital Account differs from its Partially Adjusted Capital Account (determined prior to giving effect to this Section 7.5(b)), then the Partner with such difference shall be specially allocated items of Company income or gain (if such Partner's Target Capital Account exceeds its Partially Adjusted Capital Account) or loss or expense (if such Partner's Target Capital Account is less than its Partially Adjusted Capital Account) for such Accounting Period that are taken into account in determining Net Profit and Net Loss (to the extent available) equal to the difference between its Partially Adjusted Capital Account and its Target Capital Account.

(c) The Net Profit or Net Loss of the Company for purposes of determining allocations to the Capital Accounts of the Partners will be determined in the same manner as the determination of the Company's taxable income, except that (i) items that are required by Section 703(a)(1) of the Code to be separately stated will be included; (ii) items of income that are exempt from inclusion in gross income for federal income tax purposes will be treated as items of income, and related deductions that are disallowed under Section 265 of the Code will be treated as deductions; (iii) Section 705(a)(2)(B) Expenditures will be treated as deductions; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for federal income tax purposes by reference to the Cost Basis of an item of Company property will be determined by reference to the value of such item of property for purposes of determining Net Asset Value; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 7.3(b) will be treated as gain or loss respectively from the sale of such property.

(d) In the event that the value of any item of Company property for purposes of determining Net Asset Value differs from its Cost Basis, subject to Treasury Regulations § 1.704-3(d)(2), the amount of depreciation, depletion, or amortization for purposes of determining Net Profit or Net Loss for a period with respect to such property will be computed so as to bear the same relationship to the value of such property for purposes of determining Net Asset Value as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Cost Basis of such property. If the Cost Basis of such property is zero, the depreciation, depletion, or amortization with respect to such property for purposes of determining Net Profit or Net Loss will be computed by using a method consistent with the method that would be used for tax purposes if the Cost Basis of such property were greater than zero.

(e) The parties hereto acknowledge and agree that the purpose of the allocations set forth in this Section 7.5 is to allocate Net Profit and Net Loss among the Partners in a manner that conforms, as closely as possible, to the manner in which amounts reflecting Aggregate Net Profit would be distributed among the Partners pursuant to Section 8. In all events, the basic economic arrangement of the Partners set forth in Section 8 shall be controlling. The parties hereto further acknowledge and confirm the authority of the General Partner, pursuant to Section 7.6 or otherwise, to make such corrective allocations as it deems necessary to achieve the purpose described in the two immediately preceding sentences.

7.6 Corrective Adjustments

If, for any reason, allocations of Net Profit and Net Loss (or any item of income, gain, loss or expense taken into account in determining Net Profit and Net Loss) do not correspond to distributions of amounts reflecting Aggregate Net Profit or other property made or required to be made by the Company pursuant to Section 8 (due, for example, to events occurring between the time that such allocations are made and the time that the related distributions are made), then the General Partner shall allocate Net Profit and Net Loss (and, if necessary, items of Company income (including gross income), gain, loss and expense taken into account in determining Net Profit and Net Loss) and any other items of Company income, gain, loss and expense recognized in subsequent Accounting Periods among the Partners in such a manner as shall, in the General Partner's sole discretion, eliminate as rapidly as possible the disparity between the prior allocations of Net Profit and Net Loss (or items taken into account in determining Net Profit and Net Loss), on the one hand, and those non-corresponding distributions, on the other hand. In all cases, any corrective adjustments made pursuant to this Section 7.6 shall be controlled by the economic arrangement of the Partners set forth in Section 8.

7.7 Special Allocations

Prior to making any allocations under Section 7.5 or Section 7.6, the following special allocations shall be made in the following order:

(a) Limitation on Net Losses . If any allocation of Net Loss or an item of deduction, expenditure or loss to be made pursuant to Section 7.5, Section 7.6 or this Section 7.7 for any Accounting Period would cause a deficit in any Partner's Adjusted Capital Account (or would increase the amount of any such deficit), then the relevant amount shall be allocated to such Partners that have positive Adjusted Capital Account balances in proportion to the respective amounts of such positive balances until all such positive balances have been reduced to zero.

(b) Qualified Income Offset . If any Partner unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(iv) (f)(6) that creates or increases a deficit in the Adjusted Capital Account of such Partner, then items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for the relevant Fiscal Year and, if necessary, for subsequent Fiscal Years) shall be allocated to such Partner in an amount and manner sufficient to eliminate such deficit as quickly as possible. This Section 7.7(b) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii) (d) , and this Section 7.7(b) shall be interpreted and applied consistently therewith.

(c) Substantial Economic Effect . Notwithstanding anything in this Agreement to the contrary, if the allocation of any item of income, gain, loss or expense pursuant to this Section 7 does not have substantial economic effect under Treasury Regulations Section 1.704-1(b)(2) and is not in accordance with the Partners' interests in the Company within the meaning of Treasury Regulations Section 1.704-1(b)(3), then such item shall be reallocated in such manner as to (i) have substantial economic effect or be in accordance with the Partners' interests in the Company and (ii) result as nearly as possible in the respective balances of the Capital Accounts that would have been obtained if such item had instead been allocated under the provisions of this Section 7 without giving effect to this Section 7.7(c).

(d) Corrective Allocations . If any amount is allocated pursuant to paragraph (a), (b) or (c) of this Section 7.7, then, notwithstanding anything in Section 7.5 to the contrary (but subject to the provisions of paragraphs (a), (b) and (c) of this Section 7.7), income, gain, loss and expense, or items thereof, shall thereafter be allocated in such manner and to such extent as may be necessary so that, after such allocation, the respective balances of the Capital Accounts will equal as nearly as possible the balances that would have been obtained if the amount allocated pursuant to paragraph (a), (b) or (c) of this Section 7.7 instead had been allocated under the provisions of Sections 7.5-7.8 without giving effect to the provisions of such paragraph.

(e) Amendments to Allocations . The provisions hereof governing Company allocations and distributions, including the distribution of assets upon liquidation of the Company, are intended to comply with the requirements of Sections 704(b) and (c) of the Code and the Treasury Regulations that have been or may be promulgated thereunder, and shall be interpreted and applied in a manner consistent therewith. If, in the opinion of the General Partner, the allocations of income, gain, loss and expense provided for herein do not comply with (i) such Code provisions or Treasury Regulations or (ii) any other applicable provisions of the Code or Treasury Regulations (including the provisions relating to nonrecourse deductions and partner nonrecourse deductions), then, notwithstanding anything in this Agreement to the contrary, such allocations shall, upon notice in writing to each Partner, be modified in such manner as the General Partner determines is necessary to satisfy the relevant provisions of the Code or Treasury Regulations, and the General Partner shall have the right to amend this Agreement (without the consent of any other Partner being required for such amendment) to reflect any such modification; provided , however , that no such modification shall alter materially the economic arrangement among the Partners.

7.8 Adjustments to Reflect Changes in Interests

With respect to any Accounting Period during which any Partner's interest in the Company changes, whether by reason of the admission of a new Partner, the withdrawal of a Partner, a non-pro rata contribution of capital to the Company or otherwise as described in Section 706(d)(1) of the Code and Treasury Regulations issued thereunder, allocations of Net Profit, Net Loss and other items of Company income, gain, loss and expense shall be adjusted appropriately to take into account the varying interests of the Partners during such Accounting Period. The General Partner, in good faith and subject to approval by the Directors, shall select the method (or combination of methods) of making such adjustments.

6.2.9 Modification of Certain Instruments, Organic Documents, Agreements, etc . The Borrower shall not:

(a) consent to any amendment, supplement, waiver, termination or other modification of any of the terms or provisions of the Collateral Documents or the Preferred Interests that would (x) change the scheduled mandatory redemption date of any Preferred Interests to a date earlier than July 31, 2016, increase the amount of dividend or any other sum payable in respect of any Preferred Interests after issuance or (y) adversely affect the Lenders, in each case, other than any amendment, supplement or other modification which (i) extends the date or reduces the amount of any required payment, repurchase or redemption in respect of any Preferred Interests, (ii) is consented to or approved by the Lenders (which consent or approval shall not be unreasonably withheld or delayed), and as to which the Rating Agency Condition is met, or (iii) with the consent of the Administrative Agent serves to correct manifest error or inconsistencies that are otherwise not material; the Borrower will give Moody’s, S&P and the Administrative Agent (which shall provide a copy of such notice to each Lender) ten (10) Business Days’ prior written notice (or if ten (10) Business Days’ prior written notice is not reasonably practicable, the maximum amount of prior written notice that is reasonably practicable) of any such modification, supplement, waiver or termination; or

(b) to the extent permitted by the Investment Company Act, without the prior written consent of the Administrative Agent and the Lenders (which consent or approval shall not be unreasonably withheld or delayed) and unless the Rating Agency Condition is met, (i) terminate the Investment Manager, appoint a replacement Investment Manager or consent to an assignment of the Investment Management Agreement (except in connection with (x) an assignment that results from a change in control (within the meaning of the Investment Advisers Act of 1940, as amended) or (y) an assignment to the Co-Manager or an Affiliate of the Investment Manager or the Co-Manager pursuant to the Investment Management Agreement) or (ii) consent to any material amendment, supplement or other modification of any of the terms or provisions of (A) its Organic Documents if such change would have a Material Adverse Effect, or (B) the Investment Management Agreement (except in connection with a change of Investment Manager that otherwise complies with clause (i) above).

6.2.10 Agreements Restricting Liens . The Borrower shall not enter into any agreement which prohibits the creation or assumption of any Lien upon its properties, revenues or assets (other than Liens upon specific properties or assets that are not included in the Collateral), whether now owned or hereafter acquired, other than the Collateral Documents.

6.2.11 Inconsistent Agreements . The Borrower shall not enter into any agreement containing any provision which would be violated or breached by the performance by the Borrower of its obligations under this Agreement or under any other Credit Document.

6.2.12 Environmental Matters . Except with respect to violations which could not reasonably be expected to have a Material Adverse Effect, the Borrower shall not violate any Environmental Law. In any case, the Borrower shall not intentionally violate any Environmental Law.

6.2.13 Pension and Welfare Plans . The Borrower shall not Incur any liability or obligation with respect to any Pension Plan or any Welfare Plan (other than with respect to a fully-insured Welfare Plan). The Borrower shall not maintain or contribute to (or become obligated to contribute to) any Pension Plan or Welfare Plan (other than a fully-insured Welfare Plan).

6.2.14 Payment of Management or Advisory Fees . At any time after an Acceleration Notice, a Final Payment Default Notice or the occurrence of a Liquidation Acceleration under the Pledge and Intercreditor Agreement, the Borrower shall not pay, or cause or permit to be paid, any management or advisory fees (excluding expense reimbursements) of any type to the Investment Manager unless otherwise consented to by the Required Lenders pursuant to the terms of the Pledge and Intercreditor Agreement.

6.2.15 Limitation on Bank Loans . The Borrower shall not hold Bank Loans that obligate the Borrower, whether currently or upon the happening of any contingency, to make any revolving extensions of credit to a borrower, unless the Borrower has at all times available to it, within the notification period specified by the documentation governing such Bank Loans for the making of any extensions of credit thereunder, any combination of (i) Cash, (ii) Cash Equivalents and (iii) availability under this Agreement such that the Borrower, upon “regular way” settlement, will have funds that are sufficient to cover the amount of any such extensions of credit.

6.2.16 Commodities; Real Estate . The Borrower shall not purchase or otherwise acquire or receive as a distribution any commodities or any fee interest in real property, except for such commodities or fee interest in real property as the Borrower shall have acquired or received as a distribution in connection with a workout, bankruptcy, foreclosure, restructuring or similar process or proceeding in respect of a Fund Investment; provided, that (i) the Borrower shall disclose such acquisition or receipt of any such commodities or fee interest in real property to the Administrative Agent promptly following the acquisition or receipt thereof and (ii) the Borrower shall dispose of such commodities or fee interest in real property as soon as practicable in a commercially reasonable manner.

6.2.17 Margin Stock . The Borrower shall not use any of the proceeds of the Borrowings (i) to extend “purpose credit” within the meaning given to such term in Regulation U or (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing, otherwise acquiring or carrying any Margin Stock.

6.2.18 Limitations on Hedging and Short Sale Transactions .

(a) The Borrower will not, and will not permit any Hedging SPE to, enter into or otherwise effect or permit to remain outstanding any Hedging and Short Sale Transaction except as follows: (i) Secured Hedging Transactions entered into, in the judgment of the Borrower, to hedge or mitigate interest rate or currency rate risks to which the Borrower is exposed in the conduct of its business or management of its liabilities; (ii) Structured Product Transactions entered into by the Borrower; (iii) Defensive Hedge Transactions entered into by the Borrower, intended to protect the Borrower against fluctuations in the market value of a Fund Investment; and (iv) other Hedging and Short Sale Transactions entered into by any Hedging SPE or, so long as the Borrower has no ongoing payment obligations thereunder, the Borrower.

(b) The Borrower will not, and will not permit any Hedging SPE to, enter into any Hedging and Short Sale Transaction with any Person unless (i) the documentation for such Hedging and Short Sale Transaction contains a Non-Petition Covenant from such Person and (ii) (x) in the case of the Borrower, unless such Hedging and Short Sale Transaction is a Defensive Hedge Transaction or a Hedging and Short Sale Transaction under which the Borrower has no ongoing payment obligations, such Person is an Eligible Counterparty and (y) in the case of any Hedging SPE, the documentation for such Hedging and Short Sale Transaction provides that the counterparty thereto does not have recourse to the Borrower or the assets of the Borrower for amounts owing to such counterparty thereunder.

(c) The Borrower will not enter into any Interest Rate Hedging Transaction if, as a result of entering into such transaction, the notional amount of all Interest Rate Hedging Transactions would be greater than the aggregate Market Value of all Eligible Investments.

(d) The Borrower will not permit the aggregate liabilities of the Hedging SPEs under all Hedging and Short Sale Transactions (calculated with respect to each such Hedging and Short Sale Transaction net of the amounts payable to the Hedging SPE by the counterparty under that Hedging and Short Sale Transaction but without any reduction for any amounts payable to the Hedging SPE under any other Hedging and Short Sale Transactions) to exceed 2.0% of the Net Asset Value at any time.

6.2.19 [Reserved]

6.2.20 Limitations on Transactions with Affiliates . Except as expressly contemplated by the Transaction Documents (including the Borrower entering into and performing its obligations under the Investment Management Agreement and the Co-Management Agreement and establishing Hedging SPEs and Investment Holding Subsidiaries), the Borrower shall not, directly or indirectly: (i) make an investment in any of its Affiliates; (ii) sell, lease or otherwise transfer any assets to any of its Affiliates; (iii) purchase or acquire assets from any of its Affiliates; or (iv) enter into any other transaction directly or indirectly with or for the benefit of any of its Affiliates (including, without limitation, guarantees and assumptions of obligations of any of its Affiliates); provided, that the Borrower may, in compliance with the Investment Company Act, enter into any such transaction with any of its Affiliates or for the benefit of any of its Affiliates in the ordinary course of its business if (x) the monetary or business consideration arising therefrom are likely to be substantially as advantageous to the Borrower as the monetary or business consideration with which it could obtain in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower and (y) written notice of such transaction is provided to the Administrative Agent. Unless otherwise consented to by the Required Lenders, the Borrower shall not purchase, directly or indirectly, any securities issued by Special Value Bond Fund, LLC, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC or any other collateralized debt obligation vehicle managed by the Investment Manager or any of its Affiliates or by the Co-Manager.

6.2.21 Limitation on Hedging SPEs’ Debt . In addition to the limitations specified in Section 6.2.18, the Borrower shall not permit any of the Hedging SPEs to incur any Debt unless the documentation for such Debt (a) contains a Non-Petition Covenant by the applicable creditor and (b) provides that such creditor does not have recourse to the Borrower or the Collateral for amounts owing to such creditor thereunder.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1 Events of Default . The term “Event of Default” shall mean any of the events set forth in this Section 7.1.

7.1.1 Non-Payment of Obligations . The Borrower shall default in (i) the payment when due (whether at stated maturity or by acceleration, mandatory prepayment or otherwise) of any principal hereunder, (ii) the payment when due of interest or fees in respect of any Loan and such default shall continue unremedied for a period of three (3) Business Days or more and (iii) the payment of any other Obligation and such default shall continue unremedied for three (3) Business Days or more after the Borrower’s receipt of notice of such default from the Administrative Agent or any Lender.

7.1.2 Over-Collateralization Test; Limitations on Hedging and Short Sale Transactions; Leverage .

(a) The Borrower shall fail to comply with its obligations under Section 6.1.18.

(b) The Borrower shall fail to comply with its obligations under Section 6.2.18 and such failure to comply shall continue unremedied for ten (10) Business Days or more after the earlier of (x) notice thereof having been given to the Borrower by the Administrative Agent or any Lender or (y) the first date on which a portfolio manager, senior accounting officer or controller of the Borrower or the Investment Manager had actual knowledge of such default.

7.1.3 Non Performance of Other Obligations . The Borrower shall default in the due performance and observance of any covenant, obligation, warranty or other agreement contained herein or in any other Credit Document executed by it, and, if any such default does not otherwise constitute an Event of Default under this Article VII, such default shall continue unremedied for a period of thirty (30) days (or, in the case of any violation of Section 18 of the Investment Company Act, or any successor provision thereto, and any applicable “asset coverage” maintenance requirements set forth therein, a period of ninety (90) days) or more after the earlier of (x) notice thereof having been given to the Borrower by the Administrative Agent or any Lender or (y) the first date on which a portfolio manager, senior accounting officer or controller of the Borrower or the Investment Manager had actual knowledge of such default.

7.1.4 Breach of Warranty . Any representation or warranty of the Borrower hereunder (other than the representation and warranty relating to any violation of Section 18 of the Investment Company Act, or any successor provision thereto, and any applicable “asset coverage” maintenance requirements set forth therein) or of the Borrower in any other Credit Document or in any certificate delivered pursuant hereto or thereto is or shall be incorrect in any material respect when made or deemed made.

7.1.5 [Reserved]

7.1.6 Default, Acceleration on Other Debt, etc . An aggregate principal amount equal to or exceeding 0.80% of the Net Asset Value of any Debt of the Borrower or any Subsidiary of the Borrower shall become due and payable (whether at maturity, by acceleration or otherwise) and not be paid or satisfied in full, or the holder of such Debt shall be entitled to require the Borrower or any such Subsidiary to repay, repurchase, redeem, defease or otherwise retire for value such Debt, in whole or in part, prior to its scheduled payment date (in each case, after giving effect to any grace periods applicable thereto).

7.1.7 Secured Hedging Transaction Default . The Borrower shall default in the payment when due (whether at stated maturity or by acceleration, mandatory prepayment or otherwise) of any amount in excess of 3.0% of the Net Asset Value (after giving effect to any grace periods applicable thereto) required to be paid by it under any Secured Hedging Transaction (other than any such amount that is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the Borrower’s books), and such default shall continue unremedied for a period of ten (10) Business Days or more.

7.1.8 Judgments . Any final judgments or orders (not subject to appeal) by one or more courts of competent jurisdiction for the payment of money in an aggregate amount in excess of 1.5% of the Net Asset Value (after giving effect to insurance, if any, available with respect thereto) shall be rendered against the Borrower, and the same shall remain unsatisfied, unvacated, unbonded or unstayed for a period of thirty (30) days after the date on which the right to appeal has expired.

7.1.9 Bankruptcy, Insolvency, etc . The Borrower or the Investment Manager shall:

(a) become insolvent or generally fail to pay, or admit in writing its inability to pay, Debts as they become due;

(b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or the Investment Manager, as the case may be, or any property of the Borrower or the Investment Manager, as the case may be, in any bankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or make a general assignment for the benefit of creditors;

(c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or the Investment Manager, as the case may be, or for a substantial part of the property of the Borrower or the Investment Manager, as the case may be, in any bankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, and such trustee, receiver, sequestrator or other custodian shall not be discharged within sixty (60) days;

(d) permit or suffer to exist the commencement of any bankruptcy, reorganization, Debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or the Investment Manager, as the case may be, and, if such case or proceeding is not commenced by the Borrower or the Investment Manager, as the case may be, such case or proceeding shall be consented to or acquiesced in by the Borrower or the Investment Manager, as the case may be, or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed; or (e) take any action authorizing, or in furtherance of, any of the foregoing.

7.1.10 Failure of Valid, Perfected, First-Priority Lien . Any Lien on any Collateral granted shall, at any time after delivery of the respective Collateral Documents, cease to be fully valid and perfected as a first-priority Lien, except (i) for Permitted Liens, (ii) Liens on Fund Investments the Market Value of which if excluded from the Collateral would not cause a violation of the Over-Collateralization Test or the covenant in Section 6.1.15 (in each case, without giving effect to any applicable grace period) or (iii) as otherwise expressly permitted hereunder or under such Collateral Documents.

7.1.11 Investment Company Act . The Borrower ceases to be a registered “investment company” under the Investment Company Act for more than ninety (90) days.

7.1.12 Dissolution or Termination of Borrower . The Borrower shall be dissolved or terminated, and not reconstituted substantially simultaneously therewith (and in no event later than the same day) in accordance with the Borrower Organization Agreement and in compliance with the provisions of Section 6.2.7.

7.1.13 Removal of the Investment Manager; Trigger Event . The Investment Manager is removed or terminated pursuant to the Investment Management Agreement and the Required Lenders have not approved the new Investment Manager within thirty (30) days, or a Trigger Event shall have occurred and the Required Lenders shall not have approved a “Replacement Principal” or replacement in accordance with the Investment Management Agreement.

Section 7.2 Action if Bankruptcy . If any Event of Default described in Section 7.1.9 shall occur with respect to the Borrower, then the outstanding principal amount of all outstanding Loans and all other Obligations shall automatically be and become immediately due and payable, and all the Commitments shall be automatically terminated, without further notice, demand or presentment, all of which are expressly waived.

Section 7.3 Action if Other Event of Default . If any Event of Default (other than any Event of Default described in Section 7.1.9) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent shall, upon the direction of the Required Lenders (or, solely in the case of an Event of Default under Section 7.1.3 relating to a default in the observance of the covenant set forth in Section 6.1.15 or a violation of Section 18 of the Investment Company Act, or any successor provision thereto, and any applicable “asset coverage” maintenance requirements set forth therein, any Lender), by notice or demand to the Borrower, declare a Commitment Termination Event, declare the outstanding principal amount of the Loans and all other Obligations to be due and payable and terminate all Commitments, whereupon the full unpaid amount of such Loans and any and all other Obligations shall be and become immediately due and payable, without further notice, demand, or presentment, all of which are expressly waived.

Section 7.4 Notice of Default . If a Default occurs and is continuing, the Administrative Agent shall provide to the Lenders, Moody’s and S&P written notice of the uncured Default promptly (and, in any event, within two (2) Business Days) after the Administrative Agent becomes aware of such Default.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Section 8.1 Appointment . The Lenders hereby designate Wachovia Capital Markets, LLC as Administrative Agent to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each Holder of any Lender Note by the acceptance of such Lender Note or any assignee or transferee of an interest under this Agreement pursuant to Sections 3.4.7 or 9.4 shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Credit Documents by or through its respective officers, directors, agents, employees or affiliates.

Section 8.2 Nature of Duties . The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and the Collateral Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the Holder of any Lender Note or Loan; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein.

Section 8.3 Lack of Reliance on the Administrative Agent . Independently and without reliance upon the Administrative Agent, each Lender and the Holder of each Lender Note or Loan, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrower and, except as expressly provided in this Agreement, the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender or the Holder of any Lender Note or Loan with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. Neither the Administrative Agent nor any of its Affiliates, directors, officers, agents, or employees shall be responsible to or have any duty to ascertain, inquire into or verify for any Lender, or the Holder of any Lender Note or Loan, any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Borrower or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the satisfaction of any of the conditions precedent set forth in Article IV or the financial condition of the Borrower or the existence or possible existence of any Default or Event of Default.

Without limiting the generality of the foregoing, the Administrative Agent shall not be responsible to any of the Lenders or the Holders of each Lender Note or Loan for any mistake, omission or error of judgment with respect to the value or valuation, genuineness, enforceability, existence, perfection or priority of any of the Collateral.

Section 8.4 Certain Rights of the Administrative Agent . If the Administrative Agent shall request instructions from the Required Lenders, with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders or all Lenders, as applicable, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, none of any Lender or the Holder of any Lender Note or Loan shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.

Section 8.5 Reliance . The Administrative Agent (and each Lender) shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, e-mail, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent (or Lender, as applicable) believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent (which may be counsel for the Borrower).

Section 8.6 [Reserved]

Section 8.7 The Administrative Agent in Its Individual Capacity . With respect to its obligation to make Loans under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lenders,” “Required Lenders,” “Holders of Lender Notes” or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Borrower or any Affiliate as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

Section 8.8 Holders of Lender Notes or Loans . The Administrative Agent may deem and treat the payee of any Lender Note or Loan as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Lender Note or Loan shall be conclusive and binding on any subsequent holder, transferee, assignee or indorsee, as the case may be, of such Lender Note or Loan or of any Lender Note or Lender Notes issued in exchange therefor.

Section 8.9 Resignation by the Administrative Agent .

(a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving thirty (30) Business Days’ prior written notice to the Borrower, Moody’s, S&P and the Lenders. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to Section 8.9(b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder (with notice of such appointment provided to Moody’s and S&P), who shall be a commercial bank, investment bank, financial institution or trust company that is, unless an Event of Default has occurred and is continuing, reasonably acceptable to the Borrower.

(c) If a successor Administrative Agent shall not have been so appointed within such thirty (30) Business Day period, the Administrative Agent, with (unless an Event of Default has occurred and is continuing) the consent of the Borrower (which consent shall not be unreasonably withheld), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(d) If no successor Administrative Agent has been appointed pursuant to Section 8.9(b) or (c) above by the thirtieth (30th) Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

Section 8.10 Consultation with Experts . The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts, in each case of nationally recognized standing, selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts and this Agreement.

Section 8.11 Administrative Agent’s Fees . The Borrower shall pay to the Administrative Agent for the Administrative Agent’s own account fees for its services (or those of its Affiliates) in administering this Agreement in the amounts and at the times heretofore mutually agreed by the Borrower and the Administrative Agent.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Payment of Expenses, etc . The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses (A) of the Administrative Agent and the Arranger in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including the reasonable fees and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP), (B) of the Administrative Agent in connection with third party contractors hired by the Administrative Agent to deliver reports, notices and other documents to the Lenders and (C) of the Administrative Agent and the Arranger and each of the Lenders (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) in connection with any Default under or the enforcement of the Credit Documents and the documents and instruments referred to therein (including the reasonable fees and disbursements of (1) one counsel for the Administrative Agent and the Arranger (which counsel shall be selected by the Administrative Agent) and (2) upon prior written notice to the Borrower, one counsel for all of the other Lenders); (ii) pay and hold each of the Lenders (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) and the Administrative Agent harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and hold each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender and the Administrative Agent, their respective officers, directors, employees, representatives and agents (and, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) from and hold each of them harmless against any and all losses, liabilities, obligations, penalties, actions, judgments, claims, damages, costs or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit, its Liquidity Providers) is a party thereto) related to the entering into and/or performance by the Borrower of any Credit Document or the use by the Borrower of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document or Loan Purchase Agreement, including the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified), (b) the actual or alleged presence of Hazardous Materials in the air, surface water, groundwater, surface or subsurface of any real property owned or at any time operated by the Borrower, the generation, storage, transportation or disposal of Hazardous Materials at any location whether or not owned or operated by the Borrower, the noncompliance of any real property owned or at any time operated by the Borrower with Federal, state and local laws, regulations, and ordinances (including applicable permits hereunder) applicable to any such real property, or any Environmental Claim asserted against the Borrower, or any such real property, including, in each case, the reasonable disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in all cases any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) or (c) amounts payable by the Lenders pursuant to Section 8.6. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Arranger or any Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders and, in each case of a Lender that is an Other CP Conduit , its Liquidity Providers) set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Neither the Borrower nor any indemnified Person shall be liable for any indirect or consequential damages in connection with its activities related to this Agreement or any other Credit Documents. The agreements in this Section 9.1 shall survive repayment of the Loans and all other amounts payable hereunder.

Section 9.2 Right of Setoff . In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, if an Event of Default then exists, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Debt at any time held or owing by such Lender (including by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower against and on account of the Obligations and liabilities of the Borrower to such Lender under this Agreement or under any of the other Credit Documents, including all interests in Obligations of the Borrower purchased by such Lender pursuant to Section 9.6(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured.

Section 9.3 Notices . Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier or e-mail) and mailed, e-mailed, telecopied or delivered, if to the Borrower, Moody’s, S&P, the Administrative Agent, and/or any Lender, at its address specified on Schedule 2 hereto (provided, that any notice provided for hereunder to a Person that is not in the United States shall be by facsimile or e-mail transmission if such Person has provided current facsimile or e-mail contact information) or, in the case of any Lender becoming party hereto after the Closing Date, the related Assignment Agreement; or, at such other address as shall be designated by any party in a written notice to the other parties hereto. Any such notice or communication shall be deemed to have been given or made as of: the date so delivered, if delivered personally or by overnight courier; when receipt is acknowledged, if telecopied or e-mailed; and five (5) calendar days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). The Borrower and the Administrative Agent hereby acknowledge that each CP Conduit has appointed a Funding Agent to act as its agent under this Agreement and, if applicable, the Loan Purchase Agreement or the Liquidity Agreement to which it is a party. Unless otherwise instructed by a CP Conduit, copies of all notices, requests, demands and other documents to be delivered to such CP Conduit pursuant to the terms hereof shall be delivered to the Funding Agent with respect to such CP Conduit at such address as has been notified in writing by such CP Conduit to the Borrower and the Administrative Agent.

Section 9.4 Benefit of Agreement .

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of the parties hereto to the extent permitted under this Section 9.4 and (to the extent explicitly set forth herein) the Liquidity Providers for each Lender that is an Other CP Conduit and Designated CP Conduit Committed Lenders for each Lender that is a Designated CP Conduit; provided, that, except as provided in Section 6.2.7, the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of each Lender, the Administrative Agent and the Arranger. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Lender Notes or Loans to another financial institution or other Person (including any CP Conduit); provided, that (x) unless such grant is to a Lender or a special purpose corporation administered by a Lender, such Lender shall give notice to the Borrower of the identity of such participant and (y) in the case of any such participation (other than a participation to a Designated CP Conduit Committed Lender), the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 3.4.4 and 3.6 to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold; and provided, further, no Lender shall transfer, grant or assign any participation (other than to a Lender or a special purpose corporation administered by a Lender) under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Documents except to the extent such amendment or waiver would (x) extend the final scheduled maturity of any Loan or Lender Note in which such participant is participating or waive any mandatory prepayment thereof, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (y) release all or substantially all of the Collateral (in each case except as expressly provided in the Credit Documents), or (z) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as provided in Section 6.2.7).

(b) Notwithstanding the foregoing, with the consent of the Administrative Agent and, so long as no payment Default or Event of Default is then in existence, the consent of the Borrower (which consents shall not be unreasonably withheld or delayed), any Lender may assign all or a portion of its rights and obligations under this Agreement (including, such Lender’s Commitment, Loans, Lender Note and other Obligations) to one or more commercial banks, savings and loan associations, insurance companies, investment companies, business development companies, other financial institutions or other corporations, business trusts, partnerships or funds not formed for the specific purpose of acquiring the Loans (including one or more Lenders); provided that, (i) in the event of an assignment by a Designated CP Conduit to its Designated CP Conduit Committed Lender or by an Other CP Conduit to its Liquidity Provider, no such consents shall be required, and (ii) in the event of an assignment by any Lender to a CP Conduit, such CP Conduit shall be an Approved Lender. No assignment pursuant to the immediately preceding sentence shall be in an aggregate amount less than (unless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) (x) if to (I) an Affiliate of such Lender or (II) another Lender (or, in the case of a Lender that is a Designated CP Conduit, its Designated CP Conduit Committed Lenders or, in the case of a Lender that is an Other CP Conduit, its Liquidity Provider), $1,000,000 or (y) if to an institution other than (I) an Affiliate of such Lender or (II) another Lender, $10,000,000. If any Lender so sells or assigns all or a part of its rights hereunder or under the Lender Notes or Loans, any reference in this Agreement or the Lender Notes or Loans to such assigning Lender shall thereafter refer to such Lender and to the respective assignee to the extent of their respective interests and the respective assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 9.4(b) shall be effected (other than in the case of an assignment by a Lender that is a Designated CP Conduit to its Designated CP Conduit Committed Lenders or in the case of an assignment by a Lender that is an Other CP Conduit to its Liquidity Providers) by the assigning Lender and the assignee Lender executing an Assignment Agreement (the “Assignment Agreement”) substantially in the form of Exhibit D (appropriately completed); provided, that in the case of any assignment to a CP Conduit that is not already a Lender, the effectiveness of such assignment shall be conditioned upon the execution and delivery of either (I) in the case of an Other CP Conduit, a Liquidity Agreement supporting such Other CP Conduit or (II) in the case of a Designated CP Conduit, a Loan Purchase Agreement or a similar agreement pursuant to which the counterparty thereof will be obligated to purchase such Designated CP Conduit’s rights and obligations under this Agreement in accordance with the terms therein. In the event of (and at the time of) any such assignment, either the assigning Lender or the assignee Lender shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500 (other than (i) in the case of an assignment by a Lender that is a Designated CP Conduit to its Designated CP Conduit Committed Lenders or in the case of an assignment by a Lender that is an Other CP Conduit to its Liquidity Providers and (ii) in the case of an assignment to an Affiliate of a Lender), and at the time of any assignment pursuant to this Section 9.4(b), (i) this Agreement shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and of the other Lenders, and (ii) the Borrower shall, upon request, issue new Lender Notes to the respective assignee and to the assigning Lender in conformity with the requirements of Sections 3.2 and 9.16 and the Administrative Agent shall reflect such assignment in the Register. No transfer or assignment under this Section 9.4(b) (other than in the case of an assignment by a Lender that is a Designated CP Conduit to its Designated CP Conduit Committed Lenders or an assignment by a Lender that is an Other CP Conduit to its Liquidity Providers) shall be effective until recorded by the Administrative Agent on the Register pursuant to Section 9.16. To the extent of any assignment pursuant to this Section 9.4(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this Section 9.4(b) to a Person which is not already a Lender hereunder and which is not a United States person (as defined above) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a Tax Certificate) described in Section 3.6. To the extent that an assignment of all or any portion of a Lender’s Commitments and related outstanding Obligations pursuant to Section 3.4.7 or this Section 9.4(b) (other than an assignment by a Designated CP Conduit to its Designated CP Conduit Committed Lender) would, at the time of such assignment, result in increased costs under Sections 3.4.4, 3.4.5 or 3.6 which exceed those being charged, if any, by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such excess increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes giving rise to such increased costs after the date of the respective assignment). Each Lender and the Borrower agree to execute such documents (including amendments to this Agreement and the other Credit Documents) as shall be reasonably necessary to effect the foregoing. Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Lender Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank.

(c) Notwithstanding any other provisions of this Section 9.4, any transfer or assignment of the interests or obligations of any Lender hereunder (other than any assignment by a Withdrawing Lender pursuant to Section 2.3.4) or any grant of participation therein shall not be permitted and be absolutely null and void and shall vest no rights in the purported transferee, assignee or participant (such purported transferee, assignee or participant, a “Disqualified Transferee”), if such transfer, assignment or grant (i) is consummated or attempted to be consummated in compliance with the provisions of this Section 9.4 on the basis of incorrect or false certifications by the purported transferee, assignee or participant or (ii) would require the Borrower to (x) file a registration statement with the Securities and Exchange Commission or (y) qualify the Loans under the “Blue Sky” laws of any State. If any Disqualified Transferee shall become a Lender or participant in violation of the provisions of this Section 9.4, then, upon the discovery by or due notification of the Administrative Agent that such transfer, assignment or participation was not in fact permitted by this Section 9.4, the last preceding Lender (that owned the interest purported to be owned by such Disqualified Transferee) that would not be a Disqualified Transferee shall be restored to all rights in such interest retroactively to the date of registration of transfer, assignment or participation. Any action or non-action of a Disqualified Transferee taken while such Disqualified Transferee was the holder of such interest shall be without effect hereunder, but shall be deemed ratified by the such last preceding Lender unless such last preceding Lender objects, by a superseding notice to the Administrative Agent delivered within five (5) Business Days of the later of (x) it being restored to its rights in such interest as described in the preceding sentence or (y) its receipt of notice of such action or non-action by the Disqualified Transferee. The Administrative Agent shall be under no liability for any transfer, assignment or participation that is not in fact permitted by this Section 9.4 or for making any payments in respect of the interest the subject thereof or taking any other action with respect to such transfer, assignment or participation, unless the Administrative Agent had actual knowledge of the inaccuracy or insufficiency of any certification or representation upon which such transfer, assignment or participation was based. The Administrative Agent shall be entitled to recover from any Disqualified Transferee all payments made to it in respect of the interest in the obligations it acquired. Any such payments so recovered by the Administrative Agent shall be paid and delivered by the Administrative Agent to the last preceding Lender that would not be a Disqualified Transferee as aforesaid. Without limiting the foregoing, any Lender that made a purported transfer, assignment or participation to a Disqualified Transferee shall be required to cause the retransfer of such of the interest so transferred within three (3) Business Days after first becoming aware of such transfer, assignment or participation was to a Disqualified Transferee.

(d) Each Lender initially party to this Agreement hereby represents, and each Person that becomes a Lender pursuant to an assignment permitted by this Section 9.4 shall, upon its becoming party to this Agreement, represent that it is an Eligible Transferee (and, in the case of a CP Conduit, it is also an Eligible Transferee) which makes loans in the ordinary course of its business and that it shall make or acquire Loans for its own account in the ordinary course of such business; provided, that subject to the preceding Sections 9.4(a), (b) and (c), the disposition of any promissory notes or other evidences of or interests in Debt under this Agreement held by such Lender shall at all times be within its exclusive control.

(e) Each of the parties hereto acknowledges that each Lender which is a Designated CP Conduit may from time to time grant, or agree to grant, an assignment of its interests in its Loans, this Agreement and all of the other Transaction Documents, by way of collateral assignment or conveyance, to its respective Designated CP Conduit Committed Lenders, subject to the applicable requirements of this Section 9.4.

(f) Each of the parties hereto acknowledges that each Lender which is an Other CP Conduit and each SPC may from time to time grant, or agree to grant, an assignment of its interests in its Loans, this Agreement and all of the other Transaction Documents, by way of collateral assignment or conveyance, to its respective Liquidity Providers, subject to the requirement that any assignee thereof must be an Approved Lender.

(g) Each Designated CP Conduit hereby agrees that in the event such Designated CP Conduit or its Designated CP Conduit Committed Lender shall cease to be an Approved Lender, it will transfer pursuant to Section 9.4(b) all of its rights and obligations under this Agreement (and the applicable Loan Purchase Agreement) to an Approved Lender (which is also an Eligible Transferee) within 60 days after the date on which it first obtains knowledge that such Designated CP Conduit or its Designated CP Conduit Committed Lender, as the case may be, is not an Approved Lender, provided that no Designated CP Conduit or Designated CP Conduit Committed Lender shall be required to so transfer its rights and obligations unless its corresponding Designated CP Conduit Committed Lender or Designated CP Conduit is permitted to transfer simultaneously its rights and obligations hereunder.

(h) Each Other CP Conduit hereby agrees that in the event such Other CP Conduit shall cease to be an Approved Lender, it will transfer pursuant to Section 9.4(b) all of its rights and obligations under this Agreement to an Approved Lender (which is also an Eligible Transferee) within 60 days after the date on which it first obtains knowledge that such Other CP Conduits is not an Approved Lender.

Section 9.5 No Waiver; Remedies Cumulative . No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower or any other Person to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

Section 9.6 Payments Pro Rata .

(a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than (x) any Lender that has expressly waived its right to receive its pro rata share thereof or (y) solely with respect to payments to be made to withdrawing Lenders, any Lender that has agreed to the extension contemplated by Section 2.3) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

(b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations to such other Lenders in such amount as shall result in a proportional participation by all of the Lenders in such disproportionate sum received; provided, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

(c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 9.6(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Section 9.7 Calculations; Computations .

(a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders).

(b) All computations of interest hereunder shall be made on the actual number of days elapsed over a year of 360 days (or, in the case of any Loan bearing interest at the Base Rate, 365/366 days).

Section 9.8 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial .

(a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS, THAT ANY SUCH COURT LACKS JURISDICTION OVER IT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR BY HAND DELIVERY, AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 9.3, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY HERETO OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN SECTION 9.8(a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(d) This Section 9.8 shall survive the termination of this Agreement and the payment of all obligations.

Section 9.9 Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

Section 9.10 Effectiveness . This Agreement shall become effective on the Closing Date provided that the Borrower and each of the Lenders shall have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent facsimile or e-mail transmission notice (actually received) at such office that the same has been signed and mailed to it.

Section 9.11 Headings Descriptive . The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 9.12 Amendment or Waiver .

(a) Neither this Agreement or any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrower and, without duplication in the case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the aggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders and unless the Rating Agency Condition is met; provided, that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend any time fixed for the payment of any principal of the Loans (other than as provided in Section 2.3), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees thereon, or reduce the principal amount thereof, or change the currency of payment thereof, (ii) release all or a substantial portion of the Collateral (in each case except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of Section 9.6 or this Section 9.12(a), (iv) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Commitments are included on the Closing Date), (v) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement (except as permitted by Section 6.2.7), (vi) waive any mandatory prepayment of Loans required pursuant to Section 3.3.1(b) or (vii) amend, modify or waive any provision of Section 9.20; provided, further, that no such change, waiver, discharge or termination shall (x) increase the Commitments or (except as permitted hereunder) change the ratable share of the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications (otherwise permitted hereunder) of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (y) without the consent of the Swingline Lender, amend, modify or waive any provision of this Agreement which relates to the rights or obligations of the Swingline Lender in its capacity as Swingline Lender or (z) without the consent of the Administrative Agent amend, modify or waive any provision of Article VIII as same applies to the Administrative Agent, or any other provision as same relates to the rights or obligations of the Administrative Agent. In addition, any proposed change, waiver, discharge or termination of any provisions of this Agreement or any other Credit Document that would materially adversely affect any CP Conduit shall, to the extent the program documents of such CP Conduit so require (as notified to the Borrower and the Administrative Agent by such CP Conduit), be subject to rating confirmation of such CP Conduit’s commercial paper notes by each of Fitch, Moody’s and S&P to the extent it is then rating such commercial paper notes; provided, that to the extent any such rating confirmation that is so required is not obtained, such CP Conduit shall be deemed to be a non-consenting Lender for purposes of Section 9.12(b) and (c). Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent and all future holders of the Loans and the Lender Notes. In the case of any waiver, the Borrower, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Credit Documents, and any Default waived shall be deemed to be cured and not continuing, to the extent so provided herein; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon.

(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement or the Lender Notes as contemplated by clauses (i) through (vi), inclusive, of the first proviso of Section 9.12, the consent of the Required Lenders is obtained but the consent of one or more of the other Lenders whose consent is required is not obtained, then the Borrower shall have the right, subject to clause (d) below, to replace each such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Replacement Lenders pursuant to Section 3.4.7 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination; provided, that the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second or third proviso of Section 9.12(a).

(c) If, in connection with any proposed amendment, modification, termination or waiver to any of the provisions of this Agreement or the Lender Notes as contemplated by clauses (i) through (vi), inclusive, of the first proviso of Section 9.12(a), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to terminate such non-consenting Lender’s Commitment and repay in full its outstanding Loans and satisfy all other Obligations to such non-consenting Lender; provided, that the Borrower shall not have the right to terminate such non-consenting Lender’s Commitment and repay in full its outstanding Loans pursuant to this Section 9.12(c) if, immediately after the termination of such Lender’s Commitment, the Loans of all Lenders would exceed the Total Maximum Commitment. Any reduction in Commitments made pursuant to this Section 9.12(c) shall permanently reduce the amount resulting from each calculation of Total Maximum Commitment thereafter.

Section 9.13 Survival . All indemnities set forth herein including in Sections 3.4.4, 3.4.5, 3.6 and 9.1 shall survive the termination of this Agreement and the making and repayment of the Loans.

Section 9.14 Domicile of Loans . Subject to the limitations of Section 9.4, each Lender may transfer and carry its Loans at, to or for the account of any branch office, Subsidiary or Affiliate of such Lender; provided, that the Borrower shall not be responsible for costs arising under Sections 3.4.4 and 3.6 resulting from any such transfer (other than a transfer pursuant to Section 3.4.6) to the extent not otherwise applicable to such Lender prior to such transfer.

Section 9.15 Confidentiality .

(a) Subject to Section 9.4, each Lender shall (and shall cause its employees, directors, agents, attorneys, accountants and other professional advisors to) hold all non-public information obtained pursuant to the requirements of this Agreement, in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices, and in any event may make disclosure (i) reasonably required by any bona fide actual or potential transferee or participant in connection with this contemplated transfer of any Loans or participation therein or an Affiliate, Designated CP Conduit Committed Lender or Liquidity Provider of such Lender (including attorneys, legal advisors, accountants and consultants of such Lender, Affiliate, Liquidity Provider or Designated CP Conduit Committed Lender or any rating agency then rating the commercial paper notes of such Lender if it is a CP Conduit) (so long as such transferee, participant or Affiliate, Liquidity Provider or Designated CP Conduit Committed Lender agrees to be bound by the provisions of this Section 9.15), (ii) to such Lender’s employees who have a need to know such information, directors, agents, attorneys, accountants and other professional advisors; provided that the confidential information shall be used solely for the purpose of administrating this Agreement, including the evaluation of the Borrower and its Affiliates, and such confidential information shall be used in compliance with the legal and internal control requirements of such Lender, (iii) which has been publicly disclosed other than in breach of this Agreement, (iv) as required or requested by any governmental agency or representative thereof or pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative, or regulatory authority, provided that unless prohibited by applicable law or court order, such Lender shall make reasonable efforts to inform the Borrower reasonably in advance of any such disclosure, (v) pursuant to legal process or in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Credit Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Credit Documents, provided that unless prohibited by applicable law or court order, such Lender shall make reasonable efforts to inform the Borrower reasonably in advance of any such disclosure, (vi) in connection with the exercise of any remedy hereunder or (vii) of the existence of this Agreement; provided, that, in no event shall any Lender, any Affiliate thereof or any Liquidity Provider be obligated or required to return any materials furnished by the Borrower. A Person that ceases to be a Lender shall continue to abide by the provisions of this Section 9.15.

(b) Anything herein to the contrary notwithstanding, the Borrower hereby consents to the disclosure of any nonpublic information with respect to it to any rating agency, commercial paper dealer, administrator or provider of a surety, guaranty or credit or liquidity enhancement to a Lender and to any officers, directors, employees, outside accountants, advisors, and attorneys of any of the foregoing, provided each such Person has a reasonable need to know such information, uses such information solely for purposes of providing the aforementioned services or functions to such Lender and is informed of the confidential nature of such information.

Section 9.16 Register . The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.16, to maintain a register (the “Register”) on which it shall record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. A Lender may also request that its Voting Percentage be divided on a pro rata basis into two (or more) portions by written notice delivered to the Administrative Agent, in which case the Administrative Agent shall record the respective portions of such Lender’s Voting Percentage in the Register; provided, however, that in the event that a Lender votes any portion of its Voting Percentage against any proposal requiring the Lenders’ consent hereunder, the Borrower shall be entitled to treat such Lender as a non-consenting Lender for all purposes hereunder, including Section 9.12 hereof, for so long as any portion of such Lender’s Voting Percentage remains in opposition to such proposal. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments (other than in the case of any transfer by a Lender that is a CP Conduit to its CP Conduit Committed Lenders or Liquidity Provider) shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans (other than in the case of any transfer by a Lender that is a CP Conduit to its CP Conduit Committed Lenders or Liquidity Provider) shall be recorded by the Administrative Agent on the Register only upon the receipt and acceptance by the Administrative Agent of (i) a properly executed and delivered Assignment Agreement pursuant to Section 9.4(b) and (ii) the assigning or transferor Lender’s Lender Notes (if any) whereupon one or more new Lender Notes (upon request) in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender and the old Lender Notes shall be returned to the Borrower marked “canceled”. Subject to the third sentence of this Section 9.16, the entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Section 9.17 Lender Affiliate Securities .

(a) The Administrative Agent may from time to time give notice to the Borrower listing by name each person who is an affiliate of any Lender for purposes of Section 23A.

(b) The Borrower agrees that it shall not transfer any Affiliate Security as Collateral pursuant to the Pledge and Intercreditor Agreement. Promptly following the time it shall have learned that an Affiliate Security that should not have been transferred in accordance with the first sentence of this Section 9.17(b) has been transferred, the Borrower shall cause the Custodian to transfer such Affiliate Security to an account established by the Borrower pursuant to the Custodial Agreement that does not hold Collateral. Nothing in this Section 9.17(b) or in this Agreement shall be construed to designate as an Excluded Investment ineligible as Collateral under the Pledge and Intercreditor Agreement any investment that was not an Affiliate Security at the time it was delivered to the Administrative Agent pursuant to the Pledge and Intercreditor Agreement.

Section 9.18 Marshalling; Recapture . None of the Administrative Agent or any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent any Lender receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or Federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the liabilities of the Borrower to such Lender as of the date such initial payment, reduction or satisfaction occurred.

Section 9.19 Lender Representations, etc.; Non-Recourse Obligations .

(a) By executing this Agreement or an Assignment Agreement, each Lender represents, warrants and covenants as of the Closing Date, with respect to Lenders party hereto on such date, or as of the date of the effectiveness of any assignment to such Lender, in the case of all other Lenders (either such date, the “Relevant Date”), as follows:

(i) neither it nor any of its representatives or agents has offered or shall offer any interest in the Agreement by means of a general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio or publicized through the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising;

(ii) as of the Relevant Date with respect to such Lender, it has not granted or transferred or agreed to grant or transfer, any participation or other interest in this Agreement to any person except in accordance with Section 9.4; and

(iii) its unsupported long-term senior debt obligations are rated, or its claims paying or financial strength rating is, at least (x)(1) “A2” by Moody’s or (2) “A3” by Moody’s and is placed on a credit watch with positive implications by Moody’s, and (y)(1) “A” by S&P or (2) “A-” by S&P and is placed on a credit watch with positive implications by S&P (or its obligations are guaranteed by entities with such ratings), except in the case of an CP Conduit, in which case its commercial paper notes have short term ratings of at least “P-1” by Moody’s and “A-1” by S&P.

(b) The Administrative Agent and the Lenders acknowledge and understand that in respect of the Obligations of the Borrower (including indemnification Obligations), such Persons shall have recourse only to the assets of the Borrower and that they shall have no recourse to the assets of any incorporator, director, officer, employee, agent, stockholder, manager or member of any holder of Preferred Interests, any Common Interest Holder, or any past, present or future manager or member of the Borrower, any past, present or future stockholder, manager, member or partner of any such member or any of their respective past, present or future incorporators, directors, officers, employees, agents, stockholders, managers, members or partners (including, without limitation, the Investment Manager or the Co-Manager or any of their respective Affiliates (other than the Borrower)), other than interests (or investments) in the Borrower and its assets, and in no event shall any such Person be held liable, personally or otherwise, with respect to the indebtedness evidenced by the Lender Notes, the Loans or for any other obligations under this Agreement, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by the Administrative Agent and each Lender; provided that nothing set forth herein shall limit any liability that the Investment Manager may have pursuant to the Investment Management Agreement.

(c) No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fee or any other obligations) of any Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any administrator of such Lender or any incorporator, affiliate, stockholder, officer, employee or director of such Lender or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statue or otherwise; it being expressly agreed and understood that the agreements of such Lender contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of such Lender, and that no personal liability whatsoever shall attach to or be incurred by any administrator of such Lender or any incorporator, stockholder, affiliate, officer, employee or director of such Lender or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Lender contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Lender and each incorporator, stockholder, affiliate, officer, employee or director of such Lender or of any such administrator, or any of them, for breaches by such Lender of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statue or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

(d) Notwithstanding anything in this Agreement to the contrary, any Lender that is a CP Conduit shall not have any obligation to pay any amount required to be paid by it hereunder, including under Section 8.6, in excess of any amount available to such CP Conduit after paying or making provision for the payment of its commercial paper notes. All payment obligations of any such CP Conduit hereunder are contingent on the availability of funds in excess of the amounts necessary to pay its commercial paper notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such CP Conduit exceeds the amount available to such CP Conduit to pay such amount after paying or making provision for the payment of its commercial paper notes.

(e) The provisions of this Section 9.19 shall survive the termination of this Agreement.

Section 9.20 No Petition .

(a) Each of the parties hereto hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding commercial paper notes and other indebtedness for borrowed money of any CP Conduit or SPC, including the Swingline Lender if it is a CP Conduit or SPC, such Person shall not institute against, or join any other Person in instituting against, such CP Conduit or SPC, including the Swingline Lender if it is a CP Conduit or SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings. This provision shall survive the termination of this Agreement and the making and repayment of the Loans.

(b) Each of the parties hereto (other than the Borrower) covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Senior Indebtedness and Preferred Interests, no party hereto shall institute against the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings. This provision shall survive the termination of this Agreement.

Section 9.21 Integration . This Agreement and the other Credit Documents represent the entire agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof or thereof not expressly set forth or referred to herein or in the other Credit Documents.

Section 9.22 Acknowledgment . The Borrower hereby acknowledges that none of the parties hereto has any fiduciary relationship with or fiduciary duty to the Borrower pursuant to the terms of this Agreement, and the relationship between the Lenders and the Administrative Agent, on the one hand, and the Borrower, on the other hand, in connection herewith is solely that of debtor and creditor.

Section 9.23 Judgment Currency .

(a) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or a Lender could purchase the Original Currency with such Other Currency in New York, New York on the Business Day immediately preceding the day on which any such judgment, or any relevant part thereof, is given.

(b) The obligations of the Borrower in respect of any sum due from it to the Administrative Agent or any Lender hereunder shall, notwithstanding any judgment in such Other Currency, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or any Lender of any sum adjudged to be so due in such Other Currency, the Administrative Agent or any such Lender may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the Original Currency so purchased is less than the sum originally due the Administrative Agent or any such Lender in the Original Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or any such Lender against such loss, and if the Original Currency so purchased exceeds the sum originally due to the Administrative Agent or any such Lender in the Original Currency, such Lender shall remit such excess to the Borrower.

Section 9.24 Collateral Valuation Schedule . The Moody’s Collateral Valuation Schedule and S&P Collateral Valuation Schedule are hereby incorporated by reference in its entirety into this Agreement, and, by signing this Agreement, each party hereto hereby agrees to the terms and provisions of the Moody’s Collateral Valuation Schedule and S&P Collateral Valuation Schedule, which shall apply to the parties hereto in all respects as set forth therein and in this Agreement.

Section 9.25 Consequences of Lender Ratings Downgrade . Notwithstanding any provision herein to the contrary, in the event that the unsupported long-term senior debt obligations or, if applicable, the claims paying or financial strength rating of any Lender (or, alternatively, if applicable, the guarantor of such Lender’s obligations hereunder) is not, at least (x)(1) “A2” by Moody’s or (2) “A3” by Moody’s and on a credit watch with positive implications by Moody’s, and (y)(1) “A” by S&P or (2) “A-” by S&P and on a credit watch with positive implications by S&P (or its obligations are not guaranteed by entities with such ratings) (or, in the case of a CP Conduit, its commercial paper notes do have short term ratings of at least “P-1” by Moody’s and “A-1” by S&P), the Borrower may, at its option upon at least ten (10) Business Days’ notice to the Administrative Agent and such Lender, replace such Lender as contemplated by, and in the manner provided in Section 3.4.7. The Administrative Agent shall notify Moody’s and S&P as soon as practicable of such Lender or guarantor who fails to have or maintain the ratings described above.

[Signatures begin on the next page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

SPECIAL VALUE CONTINUATION PARTNERS, LP, as Borrower

By: SVCF/GP, LLC, its general partner

	By: Tennenbaum Capital Partners, LLC, its managing member

By:	/s/ Howard M. Levkowitz
	Name: Howard M. Levkowitz
	Title: Managing Partner

WACHOVIA CAPITAL MARKETS, LLC,
as Administrative Agent and Arranger

By:
	Name:
	Title:

WACHOVIA BANK, NATIONAL
ASSOCIATION, as Swingline Lender

By:
	Name:
	Title:

[Signature Page to Credit Agreement]

	VARIABLE FUNDING CAPITAL COMPANY LLC

	By: Wachovia Capital Markets, LLC, as attorney-in-fact

	By:
		Name:
		Title:

	VERSAILLES ASSETS LLC

	By: Global Securitization Services, LLC, its Manager

	By:
		Name:
		Title:

	NIEUW AMSTERDAM RECEIVABLES CORP.

	By:
		Name:
		Title:

[Signature Page to Credit Agreement]

	COOPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK
	B.A.,”RABOBANK INTERNATIONAL”,
	NEW YORK BRANCH, as Designated CP
	Conduit Committed Lender to Nieuw
	Amsterdam Receivables Corp.

	By:
		Name:
		Title:

[Signature Page to Credit Agreement]

ANNEX X

DEFINITIONS

Any defined terms used herein shall have the respective meanings set forth herein.

“Acceleration Notice” means an Acceleration Notice under and as defined in the Pledge and Intercreditor Agreement.

“Account Property” shall have the meaning set forth in the Custodial Agreement.

“Adjusted Contributed Company Capital” means, at any date, Contributed Company Capital at such date minus Expensed Transaction Fees.

“Administrative Agent” means Wachovia Capital Markets, LLC, in its capacity as agent for the Lenders under this Agreement and under the other Credit Documents and any successor thereto in such capacity.

“Administrative Expenses” has the meaning set forth in the Pledge and Intercreditor Agreement.

“Advance Amount” means, at any date of determination, subject to Section 1.8, the lower of (i) the Senior Advance Amount calculated using the Moody’s Valuation Procedures and (ii) the Senior Advance Amount calculated using the S&P Valuation Procedures.

“Advance Amount Cushion” has the meaning set forth in Section 6.2.5.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person, it being understood and agreed that TCP, TCO, the Investment Manager and their respective Affiliates shall constitute Affiliates of the Borrower. As used in this definition, the term “control” means the possession, directly or indirectly, 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.

“Affiliate List” means a list of persons who are affiliates of any Lender for purposes of Section 23A, as the same may from time to time be delivered by the Administrative Agent to the Borrower in accordance with Section 9.17.

“Affiliate Security” means any security issued by a Person who is (a) an affiliate of any Lender for purposes of Section 23A, and (b) listed in the most recent Affiliate List provided by the Administrative Agent to the Borrower.

“Aggregate Percentage” means, with respect to any Lender, a percentage equal to (x) the aggregate amount of such Lender’s Revolving Commitment divided by (y) the aggregate of the Total Revolving Commitments.

X-1

“Agreement” is defined in the preamble.

“Applicable Law” with respect to any Person or matter means any law, rule, regulation, order, decree or other requirement having the force of law relating to such Person or matter and, where applicable, any interpretation thereof by any Person having jurisdiction with respect thereto or charged with the administration or interpretation thereof.

“Applicable Margin” means: (a) with respect to any LIBOR Loan, 0.375% per annum; (b) with respect to any Cost of Funds Rate Loan, 0.375%; and (c) with respect to any Swingline Loan, 0.375% per annum; provided, that in the event that the rating of the Loans hereunder has been withdrawn or downgraded to “Aa2” or lower by Moody’s or “AA” or lower by S&P, the Applicable Margin for any such LIBOR Loan, Cost of Funds Rate Loan or Swingline Loan will increase to 0.44% per annum; provided, further, that following the occurrence and during the continuance of any Default, the Applicable Margin for any such LIBOR Loan, Cost of Funds Rate Loan or Swingline Loan, shall be 3.00% per annum.

“Approval” means each and every approval, consent, filing and registration by or with any Federal, state or other Governmental Authority necessary to authorize or permit the consummation of the transactions contemplated by the Transaction Documents, including the execution, delivery or performance of this Agreement or any other Credit Document or for the validity or enforceability thereof.

“Approved Counterparty” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Approved Dealer” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Approved Exchange” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Approved Investment Banking Firm” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Approved Lender” means a financial institution (including a securities broker-dealer or Affiliate thereof) or other institutional lender (including any CP Conduit) with (i) short-term ratings of at least “P-1” by Moody’s and “A-1” by S&P or (ii) long-term ratings or, if applicable, claims paying or financial strength ratings of at least (x)(1) “A2” by Moody’s or (2) “A3” by Moody’s and is placed on a credit watch with positive implications by Moody’s and (y)(1) “A” by S&P or (2) “A-” by S&P and is placed on a credit watch with positive implications by S&P (or, if such entity does not have debt which is rated by Moody’s and S&P but such entity’s obligations are unconditionally and irrevocably guaranteed by entities with such ratings) or, in the case of a CP Conduit, a commercial paper note short-term rating of “P-1” by Moody’s and at least “A-1” by S&P; provided that (a) in the case of an Approved Lender that is a Designated CP Conduit, such Designated CP Conduit’s Commitments hereunder must be fully supported by one or more Designated CP Conduit Committed Lenders which is an Approved Lender, and (b) in the case of an Approved Lender that is an Other CP Conduit, such Other CP Conduit shall have entered into a Liquidity Agreement with a Liquidity Provider which is an Approved Lender.

X-2

“Approved Pricing Service” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Approved Source” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Approved Third-Party Appraisal” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Arranger” is defined in the preamble.

“Asset Category” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Assignment Agreement” has the meaning set forth in Section 9.4(b).

“Authorized Officer” means, with respect to the Borrower, the Chief Executive Officer, the President, the Secretary, the Chief Financial Officer or another Person whose signatures and incumbency shall have been certified to the Lenders pursuant to Section 4.1.1 or such other representatives or agents as are thereafter certified in a similar manner from time to time and with respect to the Investment Manager, those of the Investment Manager’s officers, managing members, members, representatives and agents whose signatures and incumbency shall have been certified to the Lenders pursuant to Section 4.1.1 or such other representatives or agents as are thereafter certified in a similar manner from time to time.

“Babson” means Babson Capital Management LLC, a Delaware limited liability company.

“Bank Loans” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Bankruptcy Remote Entity” means a special purpose entity formed under the laws of one of the States of the United States or the District of Columbia which is organized and operated in a manner designed to insulate it from the risk of becoming the subject of bankruptcy, reorganization, liquidation or other similar proceedings under any bankruptcy or insolvency law.

“Base Rate” means, for any period, the higher of (a) the Federal Funds Effective Rate for such period, plus 0.50% per annum, and (b) the Prime Lending Rate for such period, plus 0.375% per annum.

“Borrower” is defined in the preamble.

“Borrower Organization Agreement” means the Limited Partnership Agreement of the Borrower dated as of July 31, 2006, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof and Section 6.2.9.

X-3

“Borrowing” means (a) the Revolving Loans made by all Revolving Lenders on any Business Day and (b) the Swingline Loans made by the Swingline Lender on any Business Day, in each case in accordance with Section 3.1.

“Borrowing Base” means, at any date of determination, an amount equal to the Advance Amount as of such date (determined in accordance with Section 6.1.1 and determined after giving effect to the application of the proceeds of any Loan(s) requested on such date).

“Borrowing Request” means a loan request and certificate duly executed by the Borrower substantially in the form of Exhibit A.

“Business Day” means (i) for all purposes other than as covered by clause (ii) below, any day except a Saturday, Sunday or other day on which commercial banks are authorized or obligated by law, regulation or executive order to close in Charlotte, North Carolina, Columbia, Maryland, Minneapolis, Minnesota, New York City or Los Angeles, California, and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, Cost of Funds Rate Loans and Swingline Loans, any day which is a Business Day described in clause (i) and which is also a day on which dealings in U.S. dollar deposits are carried on in the London interbank market.

“Capital Stock” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Cash” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Cash Equivalent” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq.

“Closed-end Company” means a “Closed-end company” as defined in Section 5(a)(2) of the Investment Company Act.

“Closing Date” means July 31, 2006.

“Co-Management Agreement” means the Co-Management Agreement, dated as of the Closing Date, among the Borrower, the Investment Manager and the Co-Manager, as amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.

“Co-Manager” means Babson, in its capacity as co-manager under the Co-Management Agreement, unless and until a replacement co-manager shall have become co-manager pursuant to the Co-Management Agreement, and thereafter “Co-Manager” shall mean such replacement co-manager.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

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“Collateral” has the meaning set forth in the Pledge and Intercreditor Agreement.

“Collateral Documents” means the Pledge and Intercreditor Agreement, the Custodial Agreement and any other agreement, instrument or document executed and delivered by or on behalf of the Borrower in connection with the foregoing or pursuant to which a Lien is granted in accordance with the terms of the Pledge and Intercreditor Agreement as security for any of the Senior Lender Indebtedness.

“Collateral Valuation Schedule” means the Moody’s Collateral Valuation Schedule and/or the S&P Collateral Valuation Schedule.

“Commitment” means each Revolving Commitment.

“Commitment Reduction Amount” is defined in Section 2.2.

“Commitment Reduction Date” is defined in Section 2.2.

“Commitment Reduction Premium” is defined in Section 2.2.

“Commitment Termination Date” means the earliest of (a) the Scheduled Commitment Termination Date (or, if an extension is made pursuant to Section 2.3.1, the applicable Extension Date), (b) the date of any termination of all of the Commitments in accordance with Section 2.2 and (c) the date of occurrence of any Commitment Termination Event.

“Commitment Termination Event” means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.1.9 with respect to the Borrower or (b) the occurrence and continuation of any other Event of Default under this Agreement and the declaration of the Loans to be due and payable pursuant to Section 7.3 or, in the absence of such declaration, a direction from the Required Lenders to the Administrative Agent, to the extent permitted under this Agreement, to give notice to the Borrower of the termination of the Commitments of the Lenders.

“Common Interest Holder” means, at any date, with respect to any outstanding Common Interest, the record holder of such Common Interest as reflected in the register held by the Borrower.

“Common Interest Holders’ Escrow Account” has the meaning set forth in the Custodial Agreement.

“Common Interests” means the common limited partner interests (or other form of common equity) issued by the Borrower pursuant to the Borrower Organization Agreement.

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“Company Equity” means, at any date, the equity of the Borrower represented by the Common Interests (determined in accordance with GAAP as of such date); provided, that for purposes of Sections 6.1.15 and 6.2.5, Company Equity will not be reduced by Expensed Transaction Fees of the Borrower or by Interest Rate Hedging Transactions entered into pursuant to Section 6.1.16 and will be increased by the net contributions from any Subordinated Equity Security. For purposes of this Agreement, Company Equity shall be deemed to be the Company Equity as of the end of the most recently completed fiscal quarter for which financial statements are available as adjusted to give effect to any capital contributions and distributions that occurred after such fiscal quarter.

“Company Tax Distribution” means any distribution that the Borrower reasonably and in good faith estimates should be made by it to the Common Interest Holders and/or the Special Limited Partner (i) to provide such Persons funds to pay taxes in respect of the Preferred Interests or Common Interests held by such Persons or (ii) in order to preserve the U.S. federal income tax status of the Borrower as a regulated investment company.

“Computation Date” is defined in Section 3.8.

“Consent Notice” is defined in Section 2.3.1.

“Consent Period” is defined in Section 2.3.1.

“Continuing Lender” is defined in Section 2.3.1.

“Contractual Obligation” means, relative to any Person, any provision of any security issued by such Person or of any instrument, agreement or undertaking to which such Person is a party or by which it or any of its property is bound.

“Contributed Company Capital” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Cost of Funds Rate” means, with respect to a Cost of Funds Rate Loan, the rate determined pursuant to Section 3.4.1(i) (not to exceed LIBOR plus 0.20% per annum).

“Cost of Funds Rate Loan” means any Revolving Loan made by a Lender that is a CP Conduit or an SPC.

“CP Conduit” means a Lender which is a Bankruptcy Remote Entity, and which obtains a portion of its financing, either directly or indirectly, through the issuance of commercial paper notes.

“Credit Document” means this Agreement, the Lender Notes, the Collateral Documents, each Borrowing Request and any other agreement, instrument or document executed and delivered by or on behalf of the Borrower in connection with the foregoing.

“Custodial Account” has the meaning set forth in the Custodial Agreement.

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“Custodial Agreement” means the custodial agreement dated as of the Closing Date among the Borrower, the Custodian, the Administrative Agent, and the Secured Parties Representative, as the same may be amended, modified or supplemented from time to time pursuant to the terms hereof and thereof.

“Custodian” means Wells Fargo Bank, National Association, acting in its capacity as Custodian under the Custodial Agreement and any successor thereto in such capacity.

“Debt” of any Person means, at any date, without duplication: (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (iv) all obligations of such Person as lessee under capital leases; (v) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument; (vi) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and (vii) all Debt of others Guaranteed by such Person, it being acknowledged and understood that Debt shall in no event include any obligations under any Hedging and Short Sale Transactions.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived in accordance with the provisions of this Agreement, become an Event of Default; provided, that a “Default” shall not include a failure by the Borrower to comply with Section 6.1.18 of this Agreement so long as such failure is cured within the applicable grace period specified herein or therein.

“Defaulting Lender” means any Lender with respect to which a Lender Default is in effect.

“Defensive Hedge Transaction” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Designated CP Conduit” means any CP Conduit that is a party to a Loan Purchase Agreement.

“Designated CP Conduit Committed Lender” means an Approved Lender that has committed to purchase the Loans of a Designated CP Conduit and make Loans to the Borrower pursuant to Section 2.1 in lieu of such Designated CP Conduit in accordance with the terms of a Loan Purchase Agreement and any permitted successor or assign.

“Determination Date” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Disqualified Transferee” is defined in Section 9.4(c).

“Dollar” or “$” means dollars in lawful currency of the United States of America.

“Eligible Counterparty” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

X-7

“Eligible Investments” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Eligible Transferee” means and includes a commercial bank, savings and loan association, insurance company, investment company, business development company, other financial institution or other corporation, business trust, partnership or fund not formed for the specific purpose of acquiring the Loans.

“Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, administrative investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, “Claims”), including (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials arising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Law” means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, rule of common law or written and binding policy or guide, now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 7401 et seq.; the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. ss. 3808 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. ss. 2701 et seq.; and any applicable state and local or foreign counterparts or equivalents.

“Equity Capital Commitments” means commitments of the Common Interest Holders to provide an aggregate amount of $415,560,500 to be contributed as equity capital to the Borrower.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with the Borrower would be deemed to be a “single employer” within the meaning of Section 414 of the Code.

“Event of Default” is defined in Section 7.1.

“Excess Amount” as of any Business Day, for purposes of this Agreement, means the amount, if any, by which the sum of the Outstanding Principal Amount of the Loans as of the close of business of such Business Day exceeds the Advance Amount as of such close of business.

X-8

“Excess Date” means any Business Day on which there is an Excess Amount. An Excess Date shall always follow a Business Day (i) that does not have an Excess Amount or (ii) on which the Borrower has satisfied the Over-Collateralization Test by complying with clause (i) of Section 6.1.18.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and any successor statute thereto.

“Excluded Investments” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Expensed Transaction Fees” means, as of any date, all legal, tax, accounting software and systems, and other organizational expenditures incurred in connection with this Agreement or the issuance of the Preferred Interests, the formation and capitalization of the Borrower and related entities (including without limitation any special purpose vehicles that issue securities backed by or representing interests in the Common Interests approved by the Borrower) and the fees due to the initial purchasers in connection with the issuance of the Preferred Interests and to the agents and Lenders in connection with the placement of the Loans, to the extent such amounts have been expensed, or capitalized and amortized, whether or not any such amount is actually expensed, or capitalized and amortized, as approved by the Independent Public Accountant of Issuer, on or prior to such date.

“Extension Date” is defined in Section 2.3.1.

“Extension Notice” is defined in Section 2.3.1.

“Facility Commitment” means the aggregate amount of all Commitments of the Lenders from time to time. The original Facility Commitment is $266,000,000.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the FRB, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letter” means the fee letter dated as of the Closing Date from the Administrative Agent to the Borrower.

“Final Maturity Payment Default Notice” means a Final Maturity Payment Default Notice under and as defined in the Pledge and Intercreditor Agreement.

“Fitch” means Fitch, Inc., or any successor thereto.

X-9

“FRB” means the Federal Reserve Bank of New York.

“FRS Board” means the Board of Governors of the Federal Reserve System and, as applicable, the staff thereof.

“Fund Investments” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Funding Agent” means, with respect to each CP Conduit, the bank or other financial institution acting as the agent of such CP Conduit under this Agreement and the Loan Purchase Agreement or the Liquidity Agreement to which such CP Conduit and such agent are parties.

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

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Hazardous Materials” means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contained, electric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority.

“Hedging and Short Sale Transaction” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

X-10

“Hedging SPEs” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“High Yield Bonds” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Holder” means, at any date, with respect to any outstanding Lender Note or Loan, the Lender registered with the Administrative Agent on the Register as the record owner of such Lender Note (or the Loans and Obligations represented by such Lender Note) or Loan.

“Incur,” “Incurred” and “Incurrence” have the meaning set forth in Section 6.2.2 of this Agreement.

“Independent Public Accountant” means one of the four largest independent public accounting firms in the United States as of the Closing Date or any independent public accounting firm reasonably satisfactory to the Administrative Agent.

“Industry” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Interest Period” with respect to any LIBOR Loan or Cost of Funds Rate Loan means the Interest Period applicable thereto (which must be a whole number of months), as determined pursuant to Section 3.4.2.

“Interest Rate Hedging Transaction” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Investment Company Act” means the United States Investment Company Act of 1940, as amended.

“Investment Holding Subsidiaries” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Investment Management Agreement” means the Investment Management Agreement dated as of the Closing Date between the Borrower and the Investment Manager relating to the management of the investment portfolio of the Borrower, as may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof and Section 6.2.9.

“Investment Manager” means TCP, in its capacity as investment manager under the Investment Management Agreement, unless terminated in accordance with the Investment Company Act. In the event of any such termination or otherwise “Investment Manager” shall mean a replacement investment manager only if such replacement investment manager shall have become investment manager pursuant to the Investment Management Agreement and Section 6.2.9(b).

“IRS” means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

X-11

“Key Individual” means any individual serving in high-level management capacities for the Investment Manager identified in the list delivered to the Administrative Agent and the Lenders pursuant to Section 4.1.16, as updated in accordance with Section 6.1.21.

“Lender” means (i) each financial institution or other institutional lender (including any CP Conduit) listed on the signature pages of this Agreement, (ii) each Designated CP Conduit Committed Lender upon making or purchasing of the Loans requested of the related Designated CP Conduit, and (iii) each Person which becomes an assignee pursuant to Section 9.4(b) and their respective successors.

“Lender Default” means (i) the refusal (which has not been retracted) of a Lender to make available its portion of any incurrence of Loans or (ii) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend to comply with its obligations under Section 2.1.1, in the case of either clause (i) or (ii) as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority.

“Lender Note” means each Revolving Note and each Swingline Note.

“Lending Party” is defined in Section 3.6.

“LIBOR” means, with respect to each Interest Period, the rate determined by the Administrative Agent in accordance with the following provisions:

(i) LIBOR shall equal the rate, as determined by the Administrative Agent on each LIBOR Determination Date, for one-month U.S. dollar deposits which appears on the Telerate Page 3750 as of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg Financial Markets Commodities News.

(ii) If, on any LIBOR Determination Date, such rate does not appear on the Telerate Page 3750, the Administrative Agent shall determine the arithmetic mean of the offered quotations of the LIBOR Reference Banks to prime banks in the London interbank market for one-month U.S. dollar deposits by reference to requests for quotations as of approximately 11:00 a.m. (London time) on such LIBOR Determination Date made by the Administrative Agent to the LIBOR Reference Banks. If, on any LIBOR Determination Date, at least two of the LIBOR Reference Banks provide such quotations, LIBOR shall equal such arithmetic mean. If, on any LIBOR Determination Date, only one or none of the LIBOR Reference Banks provide such quotations, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that the leading banks in New York City selected by the Administrative Agent (after consultation with the Borrower) are quoting on such LIBOR Determination Date for one-month U.S. dollar deposits to the principal London offices of leading banks in the London interbank market.

(iii) If the Administrative Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR shall be the Base Rate for each day during such Interest Period.

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For the purposes of clause (ii) above, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one thirty second of a percentage point.

“LIBOR Determination Date” means the second London Banking Day prior to the first day of each Interest Period.

“LIBOR Loan” means a Loan (excluding, for the avoidance of doubt, any Cost of Funds Rate Loan or Swingline Loan) bearing interest at a rate of interest determined by reference to LIBOR.

“LIBOR Market Index Rate” with respect to any Swingline Rate Loan for any day, means the rate, as determined by the Administrative Agent, for Dollar deposits with maturities comparable to such Swingline Rate Loan as reported on Telerate page 3750 as of 11:00 a.m. London time, for such day, provided, if such day is not a London Banking Day, the immediately preceding London Banking Day (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation).

“LIBOR Reference Banks” means four major banks in the London interbank market selected by the Administrative Agent.

“Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement relating to such asset).

“Liquidation Acceleration” means a Liquidation Acceleration under and as defined in the Pledge and Intercreditor Agreement.

“Liquidity Agreement” means each liquidity agreement, asset purchase agreement or other similar agreement entered into from time to time by a Lender which is an Other CP Conduit, one or more financial institutions parties thereto as Liquidity Providers, a liquidity agent, a collateral agent or such other persons as may be party thereto, if any, as the same may from time to time be amended, restated, supplemented or otherwise modified, providing for the Liquidity Providers parties thereto to make loans from time to time to the Other CP Conduit to support the making and/or maintaining of Loans by the Lender under this Agreement.

“Liquidity Provider” means any Person providing liquidity or credit enhancement support for an Other CP Conduit in connection with the transactions contemplated pursuant to this Agreement.

“Loan” means each Revolving Loan and each Swingline Loan.

“Loan Purchase Agreement” means each loan purchase agreement, asset purchase agreement or other similar agreement entered into from time to time by one or more Lenders which are CP Conduits or SPCs, one or more Designated CP Conduit Committed Lenders, and the other parties thereto, pursuant to which such Designated CP Conduit Committed Lenders shall be committed to purchase, or acquire participation interests in, the Loans of such CP Conduit or SPCs and make Loans requested of such CP Conduit by the Borrower hereunder, as the same may from time to time be amended, restated, supplemented or otherwise modified.

X-13

“London Banking Day” means any Business Day on which dealings in U.S. dollar deposits are carried on in the London interbank market.

“Mandatory Borrowing” is defined in Section 3.1.1(c).

“Margin Stock” means “margin stock” as defined in Regulation U of the FRS Board, as amended from time to time.

“Market Value” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Market Value Price” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Material Adverse Effect” means, relative to any occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), a materially adverse effect on:

(a) the financial condition or operations of the Borrower taken as a whole;

(b) the ability of the Borrower to timely and fully perform any of its payment or other material obligations under this Agreement or any other Credit Document to which it is a party or under the Borrower Organization Agreement or the Preferred Interests; or

(c) the perfected security interest of the Secured Parties Representative in the Collateral, for the benefit of the Administrative Agent and the Lenders.

“Maximum Swingline Amount” means $40,000,000.

“Minimum Borrowing Amount” means, at any time, with respect to any commitment fee payable under Section 2.4.1, 40% of the Total Maximum Commitment.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Moody’s Collateral Valuation Schedule” shall mean the Moody’s Collateral Valuation Schedule attached as Schedule 9 to this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“Moody’s Valuation Procedures” shall mean the procedures prescribed by Moody’s for determining the Market Value of Fund Investments as set forth in the Moody’s Collateral Valuation Schedule.

X-14

“Net Asset Value” means “Company Equity” as calculated in the definition thereof determined by the Borrower, at any date, based upon good faith estimates for accruals and expenses of the Borrower, which may, but need not, be fully compliant with GAAP.

“Non-Defaulting Lender” means each Lender other than a Defaulting Lender.

“Non-Petition Covenant” means a covenant by any Person to the effect that, prior to the date that is one year (or, if longer, the preference period then in effect under applicable federal and state law) and one day after the payment in full of all Senior Indebtedness and Preferred Interests, it will not commence or otherwise institute against the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings.

“Obligations” means all obligations and liabilities of the Borrower to the Administrative Agent or any of the Lenders or any Designated CP Conduit Committed Lender or Liquidity Provider, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Loans, the Lender Notes, any other Credit Document or any Secured Hedging Transaction.

“Organic Documents” of any Person means its certificate of limited partnership or formation, limited partnership agreement, limited liability company agreement, operating agreement, memorandum and articles of association, charter and by-laws or similar constitutive documents and includes all agreements, voting trusts and similar arrangements with or among the holders of such Person’s Capital Stock or other equity.

“Other CP Conduit” means any CP Conduit that is a Lender (other than a Designated CP Conduit).

“Outstanding Principal Amount” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Over-Collateralization Test” is defined in Section 6.1.18.

“Payment Office” means the office of the Administrative Agent located at 201 South College Street, NC0680, Charlotte, North Carolina 28244, or such other office as the Administrative Agent may designate to the Borrower and the Lenders from time to time.

“Pension Plan” means a “pension plan,” as such term is defined in Section 3(2) of ERISA.

“Percentage” means, with respect to any Lender, such Lender’s Revolving Percentage.

“Performing” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Permitted Liens” is defined in Section 6.2.3.

X-15

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

“Plan Assets” means such term within the meaning of the Department of Labor Regulation 29 CFR ss. 2510.3-101, as amended, and the advisory opinions and rulings issued thereunder.

“Pledge and Intercreditor Agreement” means the Pledge and Intercreditor Agreement dated as of the Closing Date, among the Borrower, the Custodian, the Administrative Agent and the Secured Parties Representative, as the same may be amended, modified or supplemented from time to time pursuant to the terms hereof and thereof.

“Portfolio Limitations” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Preferred Interest Holder” means, at any date, with respect to any outstanding Preferred Interest, the record holder of such Preferred Interest as reflected in the register of the Borrower.

“Preferred Interests” means any preferred limited partner interests (or other form of preferred equity) issued by the Borrower pursuant to the Borrower Organization Agreement.

“Prime Lending Rate” means the rate which Wachovia Bank, National Association announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes, or if such bank ceases to exist or is not quoting a prime lending rate, such other major money center commercial bank in New York City as is selected by the Administrative Agent. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Wachovia Bank, National Association may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

“Proceeding” means the making of a trust, mortgage or assignment for the benefit of creditors; the voluntary or involuntary dissolution, winding up, total or partial liquidation, reorganization, bankruptcy, insolvency, receivership or marshalling of assets or liabilities of the Borrower; or any other statutory, common law or contractual proceeding or arrangement for the postponement or adjustment of all or a substantial part of the liabilities of the Borrower.

“Proceeds” means all “proceeds” as such term is defined in Section 9-306(l) of the UCC and, in any event shall include, without limitation, all interest, dividends or other earnings, income or distributions from or in respect of, or investments or reinvestments of, the Cash and Cash Equivalents from time to time on deposit in the Custodial Account and the Pledged Investments (as defined in the Pledge and Intercreditor Agreement) and all other proceeds of Collateral (whether the same arise or are acquired before or after commencement of a Proceeding in which the Borrower is a debtor).

X-16

“Quarterly Date” means the 20th calendar day of each January, April, July and October, commencing in October of 2006, or, if any such day is not a Business Day, the next succeeding day that is a Business Day.

“Rating Agency” means a nationally recognized statistical rating organization in the United States selected by the Borrower that will be substituted for Moody’s or S&P (or their respective successors) if any such entity is no longer in the business of rating securities.

“Rating Agency Condition” means, with respect to any specified action, that (a) each of Moody’s and S&P shall have been given prior written notice thereof and (b) each of Moody’s and S&P shall have notified the Borrower in writing that such action will not result at that time in a downgrading or withdrawal of its then current ratings of the Debt under this Agreement or the Preferred Interests, as applicable.

“RCRA” means the Resource Conservation and Recovery Act, as amended, 42 U.S.C. ss. 6901 et seq.

“Register” is defined in Section 9.16.

“Regulation D” means, unless otherwise indicated, Regulation D of the FRS Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Related Contract” has the meaning set forth in the Pledge and Intercreditor Agreement.

“Related Person” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Relevant Date” is defined in Section 9.19(a).

“Replaced Lender” is defined in Section 3.4.7.

“Replacement Lender” is defined in Section 3.4.7.

“Reporting Date” means the last Business Day of each calendar week, commencing August 4, 2006.

“Required Lenders” means, at any time and without duplication in the case of Designated CP Conduits and their respective Designated CP Conduit Committed Lenders, Lenders having, in the aggregate, a Voting Percentage of more than 50% of the total Voting Percentages of all the Lenders at such time.

“Restricted Payment” means (i) any payment or other distribution (including, without limitation, dividends) to any Common Interest Holder of the Borrower in respect of its Common Interests; (ii) any payment or other distribution on account of the purchase, redemption, retirement or acquisition of any Common Interest, Preferred Interest or other equity interest in the Borrower; or (iii) any payment in respect of any Subordinated Equity Securities.

X-17

For the avoidance of doubt, dividends on the Preferred Interests shall not be treated as Restricted Payments and may be paid by the Borrower at any time in accordance with the terms of the Borrower Organization Agreement.

“Revolving Borrowing” means a Borrowing of Revolving Loans.

“Revolving Commitment” has the meaning set forth in Section 2.1.1(a).

“Revolving Lender” means each Lender that has a Revolving Commitment.

“Revolving Loan” is defined in Section 2.1.1(a).

“Revolving Note” is defined in Section 3.2.

“Revolving Percentage” of any Lender means, at any time: (a) with respect to the aggregate amount of Revolving Commitments of all Lenders to make Revolving Loans of any Type at such time, the percentage which such Lender’s Revolving Commitment to make Revolving Loans, if any, is of the aggregate amount of Revolving Commitments of all Lenders to make Revolving Loans at such time; and (b) with respect to the aggregate amount of Revolving Loans which are outstanding at such time, the percentage which the aggregate principal amount of such Lender’s Revolving Loans of such Type is of the total principal amount of Revolving Loans of such Type at such time; in each case as shown on the Schedule 1 to this Agreement (or, in the case of any Lender which becomes a Lender pursuant to any Assignment Agreement, as provided in such Assignment Agreement) and in all cases as changed from time to time as a consequence of Assignment Agreements pursuant to Section 9.4(b) and as reflected in the books and records of the Administrative Agent at such time.

“RIC Distribution” is defined in Section 6.2.5.

“RIC Withholding Taxes” is defined in Section 6.2.5.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., a New York corporation, or any successor thereto.

“S&P Collateral Valuation Schedule” means Schedule 10 to this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“S&P Valuation Procedures” means the procedures prescribed by S&P for determining the Market Value of Fund Investments as set forth in the S&P Collateral Valuation Schedule.

“Scheduled Commitment Termination Date” means July 31, 2014.

“Section 23A” means Section 23A of the Federal Reserve Act, 12 USC 371c, and any regulations, interpretations, rulings and opinions of the FRS Board.

X-18

“Secured Hedging Advance Amount” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Secured Hedging Net Exposure” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Secured Hedging Transaction” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Secured Parties Representative” means Wachovia Capital Markets, LLC, as Secured Parties Representative under the Pledge and Intercreditor Agreement, and any successor thereto in such capacity.

“Securities” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securities Lending Transactions” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Senior Advance Amount” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Senior Indebtedness” means all Debt and other payment obligations (including, without limitation, interest that would accrue but for the filing of a petition initiating a Proceeding, whether or not a claim for such interest is allowed in the Proceeding) of the Borrower arising under or in respect of this Agreement, the other Credit Documents, the Loans or the Secured Hedging Transactions, whether outstanding on the Closing Date or thereafter created or incurred, including obligations owing to the Custodian under the Custodial Agreement, to the Administrative Agent under this Agreement and to the Secured Parties Representative under the Pledge and Intercreditor Agreement; provided, however, that Senior Indebtedness shall not include any Debt or such other obligations incurred in violation of this Agreement.

“Senior Lender Indebtedness” means all Debt and other payment obligations (including, without limitation, interest that would accrue but for the filing of a petition initiating a Proceeding, whether or not a claim for such interest is allowed in the Proceeding) of the Borrower arising under or in respect of this Agreement, the Loans, the Lender Notes or the Secured Hedging Transactions, whether outstanding on the Closing Date or thereafter created or incurred.

“SPC” is defined in Section 3.8.

“Special Limited Partner” means SVCF MM, as the Special Limited Partner of the Borrower, and any successor thereto in such capacity designated in accordance with the Borrower Organization Agreement.

“Statement Date” is defined in Section 6.1.18.

X-19

“Structured Product Transaction” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Subordinated Equity Securities” means any equity securities issued by the Borrower following the Closing Date which are permitted pursuant to Section 6.2.2(iii).

“Subsidiary” means at any time, with respect to any Person (the “parent”), any corporation, association, partnership or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power to elect the board of directors, general partner, manager or comparable body of such corporation, association, partnership or other business entity (irrespective of whether at the time securities or other ownership interests of any other class or classes of such corporation, association, partnership or other business entity shall or might have voting power solely upon the occurrence of any contingency) are, at such time owned directly or indirectly by the parent, by one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent and (b) which is also required at such time under GAAP to be consolidated with the parent. Notwithstanding the foregoing, with respect to the Borrower, any corporation, association, partnership or other business entity that otherwise meets the definition of “Subsidiary” shall not constitute a Subsidiary of the Borrower, if the securities or other ownership interests representing more than 50% of the ordinary voting power to elect the board of directors, general partner, manager or comparable body of such corporation, association, partnership or other business entity are obtained by the Borrower upon foreclosure or exercise of remedies or in connection with a bankruptcy, reorganization, restructuring or similar proceeding of the issuer or obligor of such Fund Investment.

“SVCF MM” means SVCF MM, LLC, a Delaware limited liability company.

“Swap Transaction” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Swingline Expiry Date” means the date which is ten (10) Business Days prior to the Commitment Termination Date or such later date as agreed to in writing by the Swingline Lender from time to time.

“Swingline Lender” means Wachovia Bank, National Association, and its successors and assigns, in its capacity as the lender of Swingline Loans.

“Swingline Loans” is defined in Section 2.1.1(d).

“Swingline Note” is defined in Section 3.2.

“Swingline Rate” means, for any period, the LIBOR Market Index Rate; provided, that following the occurrence and during the continuance of any Default, the Swingline Rate shall be LIBOR.

“Swingline Rate Loan” means a Loan bearing interest at a fluctuating rate per annum determined by reference to the Swingline Rate.

X-20

“Tax Certificate” is defined in Section 3.6(b).

“Taxes” is defined in Section 3.6.

“TCO” means Tennenbaum & Co., LLC.

“TCP” means Tennenbaum Capital Partners, LLC, a Delaware limited liability company.

“Telerate Page 3750” means the display page currently so designated on the Bridge Telerate Market Report (or such other page as may replace such page on such service for the purpose of displaying comparable rates).

“Total Capitalization” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Total Maximum Commitment” means, at any date of determination, (a) on and after the Closing Date and prior to the Commitment Termination Date, $266,000,000 and (b) on and after the Commitment Termination Date, zero; provided, that (1) the calculations in this definition shall be made after giving effect to all issuances, payments and other transactions contemplated on the applicable date; and (2) the Total Maximum Commitment may be reduced as provided in Sections 2.2, 2.3.5 and 9.12(c).

“Total Revolving Commitments” means the sum of the Revolving Commitments of each of the Lenders.

“Transaction Documents” means this Agreement, the other Credit Documents, the Investment Management Agreement, the Co-Management Agreement, the Notes, the Preferred Interests, the Borrower Organization Agreement and any other agreement, instrument or document executed and delivered by the Borrower in connection with the foregoing.

“Trigger Event” means any event specified in Section 11(b) or 11(c) of the Investment Management Agreement pursuant to which a “Replacement Principal” or replacement may be appointed in accordance with the terms of the Investment Management Agreement.

“Type” means any type of Loan determined with respect to the interest rate option applicable thereto (i.e., a Cost of Funds Rate Loan, a LIBOR Loan or a Swingline Rate Loan).

“UCC” means, with respect to any jurisdiction, the Uniform Commercial Code as from time to time in effect in such jurisdiction.

“United States” or “U.S.” means the United States of America, its 50 States, the District of Columbia and the Commonwealth of Puerto Rico.

“Unquoted Investment” means any Fund Investment other than Cash or Cash Equivalents for which the Market Value has not been obtained from an Approved Source.

X-21

“Unutilized Commitment” means, at any time, the amount, if any, by which the Total Maximum Commitment exceeds the then aggregate outstanding principal amount of Revolving Loans.

“U.S. Government Securities” has the meaning assigned to such term in the applicable Collateral Valuation Schedule.

“Valuation Statement” is defined in Section 6.1.1(b).

“Voting Percentage” of any Lender means, at any time: (i) prior to the first Borrowing, the percentage which such Lender’s aggregate Commitments at such time is of the total aggregate Commitments of all the Lenders at such time; and (ii) on and after the first Borrowing, the percentage which (i) the sum of the outstanding principal amount of such Lender’s Loans (other than Swingline Loans) plus such Lender’s aggregate unused Commitments at such time is of (ii) the sum of the outstanding principal amount of all Loans (other than Swingline Loans) plus the aggregate amount of all unused Commitments at such time, in each case as shown in the Register; provided that a Lender may divide its Voting Percentage in accordance with Section 9.16. If the Borrower or any Affiliate thereof or of TCP holds any Loans or Commitments, (x) neither the Borrower nor any such Affiliate shall be included as a Lender for purposes of this definition, and (y) the amount of such Loans or Commitments shall be subtracted from the total amounts of such Loans and Commitments based on which the calculation of Voting Percentages are made.

“Welfare Plan” means a “welfare plan,” as such term is defined in section 3(l) of ERISA.

“Withdrawal Notice” is defined in Section 2.3.2.

“Withdrawing Lender” is defined in Section 2.3.2.

“Yield-to-Worst” has the meaning set forth in the Collateral Valuation Schedule.

X-22

Delaware	20-2725151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2951 28th Street, Suite 1000 Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

Item 1.	Business.	3
Item 1A.	Risk Factors	4
Item 2.	Financial Information.	4
Item 3.	Properties.	5
Item 4.	Security Ownership of Certain Beneficial Owners and Management.	5
Item 5.	Directors and Executive Officers.	6
Item 6.	Executive Compensation.	6
Item 7.	Certain Relationships and Related Transactions.	6
Item 8.	Legal Proceedings.	6
Item 9.	Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.	6
Item 10.	Recent Sales of Unregistered Securities.	7
Item 11.	Description of Registrant's Securities to be Registered.	7
Item 12.	Indemnification of Directors and Officers.	7
Item 13.	Financial Statements and Supplementary Data.	7
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	7
Item 15.	Financial Statements and Exhibits.	7

	For the Three Months Ended March 31,						For the Year Ended December 31,
	2011			2010			2010			2009			2008			2007			2006 (commenced operations on July 16)

Performance Data:
Interest income	$	10,653,781		$	6,032,965		$	32,410,819		$	26,678,140		$	34,718,209		$	73,295,718		$	29,225,987
Dividend income		6,629,899			1,845,028			13,547,924			—			2,250,033			14,811,181			—
Other income		703,698			404,262			1,842,469			417,533			238,993			1,958,382			4,364
Total investment income		17,987,378			8,282,255			47,801,212			27,095,673			37,207,235			90,065,281			29,230,351
Interest and credit agreement expenses		244,748			206,564			893,806			949,554			5,314,342			10,070,501			4,362,243
Investment advisory expense		1,696,797			1,696,797			6,787,188			6,787,188			8,287,188			8,287,188			3,452,995
Other expenses		260,392			272,447			952,239			1,247,754			868,512			1,387,635			1,132,004
Total expenses		2,229,866			2,175,808			8,633,233			8,984,496			14,470,042			19,745,324			8,947,242
Net investment income		15,785,441			6,106,447			39,167,979			18,111,177			22,737,193			70,319,957			20,283,109
Realized and unrealized gains (losses)		(6,327,388	)		6,173,309			31,621,019			36,142,346			(209,274,336	)		(12,036,911	)		26,088,629
Dividends to preferred interest holders		(373,148	)		(355,366	)		(1,517,873	)		(1,739,089	)		(5,189,103	)		(8,215,134	)		(3,504,987	)
Net increase in net assets from operations	$	9,084,905		$	11,924,390		$	69,271,125		$	52,514,434		$	(191,726,246	)	$	50,067,912		$	42,866,751

Distributions to common limited partner		(7,500,000	)		(7,500,000	)		(37,996,100	)		(15,379,811	)		(8,000,000	)		(102,200,000	)		(23,800,000	)

Assets and Liabilities Data:
Investments	$	427,330,852		$	392,141,486		$	453,034,872		$	343,062,967		$	348,504,225		$	638,410,205		$	654,631,534
Other assets		22,403,270			80,359,142			20,645,384			119,672,557			19,708,531			124,014,365			217,761,448
Total assets		449,734,122			472,500,628			473,680,256			462,735,524			368,212,756			762,424,570			872,392,982
Amount drawn on credit facility		39,000,000			72,000,000			50,000,000			75,000,000			34,000,000			207,000,000			266,000,000
Other liabilities		10,441,315			24,272,072			24,965,562			20,305,387			3,112,111			23,832,944			22,520,269
Total liabilities		49,441,315			96,272,072			74,965,562			95,305,387			37,112,111			230,832,944			288,520,269

Preferred stock
Preferred limited partnership interest		134,371,077			134,355,366			134,377,869			134,368,337			135,173,468			135,938,203			136,087,202
Net assets	$	265,921,730		$	241,873,190		$	264,336,825		$	233,061,800		$	195,927,177		$	395,653,423		$	447,785,511

Investment Activity Data:
No. of portfolio companies at period end		44			43			44			40			27			32			18
Acquisitions	$	37,014,532		$	86,177,640		$	262,837,727		$	144,313,178		$	171,142,242		$	432,268,238		$	112,339,174
Sales, repayments, and other disposals	$	60,412,775		$	43,357,229		$	192,419,667		$	195,383,341		$	257,390,048		$	467,261,652		$	147,892,017
Weighted-Average Yield at end of period		12.0	%		12.8	%		13.1	%		12.5	%		18.5	%		14.6	%		13.4	%

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Preferred Shares	Variable Funding Capital Company LLC c/o Wachovia Capital Markets, LLC 201 South College Street, NC0680 Charlotte, NC 28244	2,512.5	37.5%

Preferred Shares	Versailles CDS LLC 787 Seventh Ave New York, NY 10019	2,512.5	37.5%

Preferred Shares	Nieuw Amsterdam Receivables Corp. c/o Global Securitization Services, LLC 445 Broadhollow Rd., Ste. 239 Melville, NY 11747	1,6745.0	25.0%

Dividend Amount	Record Date		Pay Date
$ 4,179,811		7/1/2009		7/8/2009
5,000,000		9/14/2009		10/1/2009
3,500,000		12/22/2009		1/5/2010
2,700,000		12/30/2009		1/29/2010
3,113,000		3/26/2010		4/15/2010
7,128,267		6/21/2010		7/1/2010
8,000,000		9/20/2010		10/4/2010
13,054,832		12/27/2010		1/6/2011
6,700,000		12/27/2010		1/31/2011
7,500,000		03/23/2011		4/7/2011

Howard M. Levkowitz	Richard T. Prins, Esq.
Special Value Continuation Partners, LP	Skadden, Arps, Slate, Meagher & Flom LLP
2951 28th Street, Suite 1000	Four Times Square
Santa Monica, California 90405	New York, New York 10036

EXHIBIT NO.		DESCRIPTION
3		Form of Amended and Restated Limited Partnership Agreement(1)
4		Statement of Preferences(2)
10.1		Form of New Investment Advisory Agreement(1)
10.2		Custodial Agreement dated as of July 31, 2006(1)
10.3		Form of Administration Agreement(1)
10.4		Credit Agreement dated July 16, 2006(1)
10.5		First Amendment to Credit Agreement dated February 28, 2011(1)
11		Computation of Per Share Earnings (1)
23		Consent of independent registered public accounting firm(1)
99.1		Registration Statement on Form N-2 of Special Value Continuation Fund, LLC(3)
99.2		Registration Statement on Form N-2 of the Company(4)
99.2		Definitive Proxy Statement of the Company(5)
99.3		Unaudited Financial Statements of the Company for the three months ended March 31, 2011(3)
99.4		Audited Financial Statements of the Company for the fiscal year ended December 31, 2010(3)
99.5		Unaudited Financial Statements of the Company for the three months ended March 31, 2010(3)
99.6		Audited Financial Statements of the Company for the fiscal year ended December 31, 2009(3)
99.7		Audited Financial Statements of the Company for the fiscal year ended December 31, 2008(3)

	(1)	Filed herewith.

	(2)	Filed as Exhibit D to the Registrant’s Registration Statement on Form N-2 (File No. 811-21935) filed on October 31, 2006.

	(3)	Incorporated by reference to the Registration Statement of Special Value Continuation Fund, LLC on Form N- 2, filed on March 8, 2011 under the Securities Act of 1933 (File No. 333-172669), including any pre-effective amendments and/or any post-effective amendments thereto filed on or prior to the date the registration sought hereunder becomes effective.

	(4)	Incorporated by reference to the Registration Statement of Special Value Continuation Partners, LP on Form N- 2, filed on October 31, 2006 under the Investment Company Act of 1940 (File No. 811-21935).

EXHIBIT NO.	EXHIBIT DESCRIPTION
3	Form of Amended and Restated Limited Partnership Agreement
10.1	Form of New Investment Advisory Agreement
10.2	Custodial Agreement dated as of July 31, 2006
10.3	Form of Administration Agreement
10.5	Credit Agreement dated July 16, 2006
10.6	First Amendment to Credit Agreement dated February 28, 2011
11	Computation of Per Share Earnings
23	Consent of independent registered public accounting firm

	COMMON PARTNERS:

	Those Persons subscribing for Common Interests and admitted as Partners by the General Partner:

	By:	SVOF/MM, LLC

	By:
		Name:
		Title:

	PREFERRED PARTNERS:

	Those Persons subscribing for Series A Preferred Interests and admitted as Partners by the General Partner:

	By:	SVOF/MM, LLC

	By:
		Name:
		Title:

By:	Tennenbaum Capital Partners, LLC,
	Investment Manager of Special Value
	Continuation Partners, LP

By:
	Name:
	Title:

		Page

1.	General Duties of the Investment Manager	1

2.	[Reserved]	2

3.	No Joint Venture	2

4.	Limitations Relating to Investments	3

5.	Brokerage.	4

6.	Compensation.	4

7.	Expenses	6

8.	Services to Other Companies or Accounts	8

9.	Duty of Care and Loyalty.	8

10.	Indemnification	9

11.	Term of Agreement; Events Affecting the Investment Manager; Survival of Certain Terms	10

12.	Power of Attorney; Further Assurances	11

13.	Amendment of this Agreement	11

14.	Notices	12

15.	Binding Nature of Agreement; Successors and Assigns	12

16.	Entire Agreement	12

17.	Costs and Expenses	13

18.	Books and Records	13

19.	Titles Not to Affect Interpretation	13

20.	Provisions Separable	13

21.	Governing Law	13

22.	Execution in Counterparts	13

TENNENBAUM CAPITAL PARTNERS, LLC

By:	TENNENBAUM & CO., LLC, its Managing
	Member

By:
	Michael E. Tennenbaum
	Member

SPECIAL VALUE CONTINUATION
PARTNERS, LP

By:
	Howard M. Levkowitz
	Principal Executive Officer

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian

	By:
		Name:
		Title:

	WACHOVIA CAPITAL MARKETS, LLC, as Administrative Agent and as Secured Parties Representative

	By:
		Name:
		Title:

	WACHOVIA CAPITAL MARKETS, LLC, as Administrative Agent

	By:
	Name:
	Title:

	WACHOVIA CAPITAL MARKETS, LLC, as Secured Parties Representative

	By:
	Name:
	Title:

	TCP Capital Corp.


	By: [ ]
	Title: [ ]

	SVOF/MM, LLC


	By: [ ]
	Title: [ ]

		Page
ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1	Defined Terms	1
Section 1.2	Use of Defined Terms	1
Section 1.3	Interpretation	2
Section 1.4	Accounting Matters	2
Section 1.5	Collateral Documents	2
Section 1.6	Conflict Between Credit Documents	3
Section 1.7	Legal Representation of the Parties	3
Section 1.8	References to Definitions in the Collateral Valuation Schedules	3

ARTICLE II

COMMITMENTS

Section 2.1	Commitments	3
Section 2.2	Optional Reductions of Total Maximum Commitment	5
Section 2.3	Extension of Facility	6
Section 2.4	Fees	7
Section 2.5	Administrative Agent’s Fee	7

ARTICLE III

LOANS AND LENDER NOTES

Section 3.1	Borrowing Procedure	8
Section 3.2	Lender Notes	11
Section 3.3	Principal Payments	11
Section 3.4	Interest	12
Section 3.5	Method and Place of Payment	18
Section 3.6	Net Payments	19
Section 3.7	Other CP Conduit Lenders and Liquidity Providers; Designated CP Conduits and Designated CP Conduit Committed Lenders	21
Section 3.8	SPC Loans	21

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

Section 4.1	Initial Loans	22
Section 4.2	All Loans	25

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1	Organization, etc	26
Section 5.2	Due Authorization, Non-Contravention, etc	27
Section 5.3	Government Approval, Regulation, etc	27
Section 5.4	Validity, etc	27
Section 5.5	Financial Information	27
Section 5.6	Litigation, etc	28
Section 5.7	Regulations T, U and X	28
Section 5.8	Pension and Welfare Plans	28
Section 5.9	Subsidiaries	28
Section 5.10	Taxes	29
Section 5.11	Absence of Default	29
Section 5.12	Capitalization	29
Section 5.13	Ownership of Properties	29
Section 5.14	Real Property	29
Section 5.15	[Reserved]	29
Section 5.16	Environmental Warranties	29
Section 5.17	Borrower’s Business	30
Section 5.18	Collateral Documents	30
Section 5.19	Investment Management Agreement	30
Section 5.20	Use of Proceeds	30
Section 5.21	Compliance with Margin Requirements	31
Section 5.22	Transaction Documents	31
Section 5.23	Restatement and Reaffirmation	31

ARTICLE VI

COVENANTS

Section 6.1	Affirmative Covenants	31
Section 6.2	Negative Covenants	40

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1	Events of Default	49
Section 7.2	Action if Bankruptcy	51
Section 7.3	Action if Other Event of Default	52
Section 7.4	Notice of Default	52

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Section 8.1	Appointment	52
Section 8.2	Nature of Duties	52
Section 8.3	Lack of Reliance on the Administrative Agent	53
Section 8.4	Certain Rights of the Administrative Agent	53
Section 8.5	Reliance	53
Section 8.6	[Reserved]	53
Section 8.7	The Administrative Agent in Its Individual Capacity	54
Section 8.8	Holders of Lender Notes or Loans	54
Section 8.9	Resignation by the Administrative Agent	54
Section 8.10	Consultation with Experts	55
Section 8.11	Administrative Agent’s Fees	55

ARTICLE IX

MISCELLANEOUS

Section 9.1	Payment of Expenses, etc	55
Section 9.2	Right of Setoff	56
Section 9.3	Notices	57
Section 9.4	Benefit of Agreement	57
Section 9.5	No Waiver; Remedies Cumulative	61
Section 9.6	Payments Pro Rata	61
Section 9.7	Calculations; Computations	62
Section 9.8	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial	62
Section 9.9	Counterparts	63
Section 9.10	Effectiveness	63
Section 9.11	Headings Descriptive	63
Section 9.12	Amendment or Waiver	64
Section 9.13	Survival	65
Section 9.14	Domicile of Loans	65
Section 9.15	Confidentiality	65
Section 9.16	Register	66
Section 9.17	Lender Affiliate Securities	67
Section 9.18	Marshalling; Recapture	67
Section 9.19	Lender Representations, etc.; Non-Recourse Obligations	68
Section 9.20	No Petition	69
Section 9.21	Integration	70
Section 9.22	Acknowledgment	70
Section 9.23	Judgment Currency	70
Section 9.24	Collateral Valuation Schedule	70
Section 9.25	Consequences of Lender Ratings Downgrade	71

ANNEX X		Definitions
EXHIBIT A		Form of Borrowing Request
EXHIBIT B-1		Form of Revolving Note
EXHIBIT B-2		Form of Swingline Note
EXHIBIT C		[Reserved]
EXHIBIT D		Form of Assignment Agreement
EXHIBIT E		Form of Tax Certificate
EXHIBIT F		Form of Investment Manager Letter
EXHIBIT G		Form of Pledge and Intercreditor Agreement
EXHIBIT H		Form of Compliance Certificate
EXHIBIT I		Form of Custodial Agreement
EXHIBIT J		Form of Valuation Statement
SCHEDULE 1		Commitments and Percentages
SCHEDULE 2		Lending Offices and Notice Data
SCHEDULE 3		UCC-1 Filing Jurisdictions
SCHEDULE 4		Approved Dealers
SCHEDULE 5		Approved Investment Banking Firms
SCHEDULE 6		Approved Pricing Services
SCHEDULE 7		Industries
SCHEDULE 8		Approved Counterparties
SCHEDULE 9		Moody’s Collateral Valuation Schedule
SCHEDULE 10		S&P Collateral Valuation Schedule
SCHEDULE 11		Approved Third Party Appraisers

	Three months ended March 31, 2011	Three months ended March 31, 2010
Numerator for basic and diluted net increase in net assets per share	$9,084,905	$11,924,390
Denominator for basic and diluted weighted average shares	418,955.777	418,955.777
Basic/diluted net increase in net assets per share resulting from operations	$21.68	$28.46