SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SENIOR CREDIT INVESTMENTS, LLC (A Delaware Limited Liability Company) Entered into February 2, 2024, effective as of December 7, 2023

Exhibit 3.1

Execution Version

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

SENIOR CREDIT INVESTMENTS, LLC

(A Delaware Limited Liability Company)

Entered into February 2, 2024, effective as of December 7, 2023

TABLE OF CONTENTS

- i -

- ii -

- iii -

Signature Pages of Members

- iv -

SENIOR CREDIT INVESTMENTS, LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Senior Credit Investments, LLC (the “Company”), to the fullest extent permitted by law, as amongst the parties hereto, entered into February 2, 2024, effective as of December 7, 2023, by and among Jefferies Credit Partners LLC, a limited liability company formed under the laws of the State of Delaware, the initial sole member of the Company ( “Jefferies Credit Partners,” or “Initial Member”), and Platinum Falcon B 2018 RSC Limited (“Platinum”), which has entered into a Subscription Agreement with the Company for the purchase of common limited liability company units (collectively, the “Units” or “Common Units”) in the Company, and shall be admitted as a Member on the date of the Initial Closing upon its execution and delivery of a counterpart signature page to this Agreement.

Unless otherwise specified in this Agreement, Platinum (once admitted as a Member) and any other members admitted to the Company as holders of Common Units (collectively, the “Common Unitholders”), from time to time in accordance with the terms hereof, are collectively referred to herein as “Members” and each is individually referred to herein as a “Member.”

ARTICLE 1

DEFINITIONS

Capitalized terms used herein and not otherwise defined have the meanings assigned to them in Appendix I hereto. Appendix I also indicates certain other sections of this Agreement in which certain other terms used in this Agreement are defined.

ARTICLE 2

ORGANIZATION; POWERS

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (as amended from time to time, the “Delaware Act”) pursuant to a Certificate of Formation of the Company, which was filed with the Secretary of State of the State of Delaware on December 8, 2022 (as amended to date and as amended from time to time hereafter, the “Certificate”). In connection with the formation of the Company, the Company and the Initial Member executed the Limited Liability Company Agreement, dated as of December 8, 2022 (the “Original LLC Agreement”), which was subsequently amended and restated pursuant to the Amended and Restated Limited Liability Company Agreement dated as of July 17, 2023 (the “Current LLC Agreement”).

The Initial Member hereby amends and restates the Current LLC Agreement pursuant to this Second Amended and Restated Limited Liability Company Agreement (as so amended and restated and as amended from time to time hereafter, and including the appendices, schedules and exhibits hereto, the “LLC Agreement” or this “Agreement”) and agrees to carry on a limited liability company subject to the terms of this Agreement in accordance with the Delaware Act.

Platinum, which has entered into a Subscription Agreement with the Company for the purchase of Common Units, shall be admitted to the Company as a Member on the date of the Initial Closing upon its execution and delivery of a counterpart signature page to this Agreement and the execution of that certain Assignment, Admission and Amendment Agreement between Platinum, the Initial Member and the Company (the “Assignment Agreement”) pursuant to which the Initial Member will transfer its Units to Platinum. This Agreement may be executed on behalf of Platinum by an authorized representative of the Company, as attorney-in-fact for Platinum, with the same force and effect as if executed directly by Platinum. Notwithstanding anything to the contrary in this Agreement, immediately following the admission of Platinum as a Member pursuant to the Assignment Agreement on the date of the Initial Closing, the Initial Member shall cease to be a Member of the Company and Platinum shall be the sole Member of the Company. Any other Person shall not be admitted to the Company as a Member without the prior written consent of Platinum. The Company shall return the original capital contribution made by the Initial Member, who shall have no further rights or claims against, or obligations as a Member of, the Company.

The name of the Company is SENIOR CREDIT INVESTMENTS, LLC.

The principal office of the Company shall be located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The address of the Company’s registered office in Delaware is c/o Corporation Service Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company may change the locations of the principal office and registered office of the Company to such other locations, and may change the registered agent of the Company in Delaware to such other Person, as the Company may specify from time to time in a written notice to the Members by amending this Agreement and the Certificate, as appropriate.

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and exercising any powers permitted to limited liability companies under the laws of the State of Delaware. In particular, the purposes of the Company are (a) to realize the investment objective of the Company, as described in the Company’s registration statement on Form 10 (the “Registration Statement”), by engaging in activities and transactions that are contemplated by, or consistent with, the investment objective and strategy described in the Registration Statement, (b) to engage in activities and transactions as are expressly permitted by this Agreement and (c) to engage in such other activities permitted under the Delaware Act and other applicable law as the Adviser deems necessary, advisable or incidental to the foregoing. The Company, or any officer acting on behalf of the Company, shall have and exercise all powers necessary, convenient or incident to accomplishing the foregoing purposes.

- 2 -

The Company is a newly formed, externally managed, non-diversified closed-end management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

ARTICLE 3

MEMBERS, VOTING AND CONSENTS

The limited liability company interests in the Company shall be represented by Units (including fractional Units). The Company shall be authorized to issue up to 1,000,000,000 Common Units, which shall be the sole class of Units of the Company. Notwithstanding the provisions of Article 12 of this Agreement or any other provision of this Agreement to the contrary, the number of Common Units (including fractional Units) that the Company shall be authorized to issue may be increased or decreased (but not below the number of Common Units then outstanding, including fractional Units) from time to time by resolution of the Board and the prior written consent of Platinum, which resolution and prior written consent shall have the effect of amending the immediately preceding sentence of this 3.1. As of the date hereof, 1,000 Common Units are issued and outstanding, such Common Units having been issued by the Company at a price of $1.00 per Common Unit.

The name, address, e-mail address, facsimile number, and the number of Common Units (including fractional Units) held and corresponding Commitment of each Member are set forth in the books and records of the Company. The Company shall maintain such books and records in a manner consistent with this Agreement and shall cause such books and records to be revised to reflect (a) the admission of any additional or substituted Member occurring pursuant to the terms of this Agreement, (b) the withdrawal, or partial withdrawal, of any Member pursuant to the terms of this Agreement, (c) any change in the identity, address, e-mail address or facsimile number of a Member, (d) any changes in a Member’s Commitment occurring pursuant to the terms of this Agreement or (e) the identity, e-mail address, address and facsimile number of any trustee or nominee named pursuant to 10.2.

No Member in its capacity as such, shall be liable for the debts and obligations of the Company; provided, however, that each Member shall be required to pay to the Company (a) any capital contributions that such Member has agreed to make to the Company pursuant to this Agreement; (b) the amount of any distribution that such Member is required to return to the Company pursuant to this Agreement or the Delaware Act; and (c) the unpaid balance of any other payments that such Member is expressly required to make to the Company pursuant to this Agreement or pursuant to such Member’s Subscription Agreement, as the case may be.

Upon the death, incompetence, bankruptcy, insolvency, liquidation or dissolution of a Member, the rights and obligations of such Member under this Agreement, to the maximum extent permitted by law, shall inure to the benefit of, and shall be binding upon, such Member’s successor(s), estate or legal representative. Any Transfer of the interest so acquired by such successor, estate or legal representative shall be subject to the requirements of Article 10.

- 3 -

- 4 -

- 5 -

- 6 -

- 7 -

reviewing the independence of the Company’s independent accountants, reviewing the adequacy of the Company’s internal control over financial reporting, establishing guidelines and providing input to the Board, the Valuation Designee or any independent valuation firms regarding the valuation of the Company’s assets for which market quotations are not readily available, and taking any other actions consistent with the audit committee charter or as may be authorized by the Board. The chairperson of the audit committee has been designated by the Board as an “audit committee financial expert” under the rules of the SEC. The names of each of the members of the audit committee and the member who serves as chairperson of the audit committee shall be listed on Schedule B, which shall be updated as necessary.

Except as otherwise explicitly provided herein, the Board shall have the power on behalf and in the name of the Company to implement the objectives of the Company and to exercise any rights and powers the Company may possess, including, without limitation, the power to cause the Company to (a) make any elections available to the Company under applicable tax or other laws, (b) make any investments permitted under this Agreement, (c) satisfy any Company obligations (such as payment of the Management Fee, Incentive Fee and other Company Expenses), (d) effect a reorganization, (e) make any disposition of Company assets including through an in-kind redemption of Units in connection with a reorganization, or (f) cause the redemption of Units permitted under this Agreement.

- 8 -

Notwithstanding any other provision of this Agreement, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Board on behalf of the Company is hereby empowered to authorize an Officer of the Company or other representative to execute and deliver, (v) the Administration Agreement (w) a Subscription Agreement with Platinum, (x) the Advisory Agreement, (y) a licensing agreement with the Adviser or a Jefferies Affiliate, and (z) any amendment of any such document (to the extent such amendment is approved in accordance with the terms of the relevant agreement and is consistent with the terms of this Agreement) and any other agreement, document or other instrument contemplated thereby or related thereto (to the extent that such other agreement, document or other instrument is consistent with the terms of the relevant agreement or this Agreement). Such authorization shall not be deemed a restriction on the power of the Board to cause the Company to enter into other documents.

Subject to applicable law, the Company may, as necessary or appropriate, employ or retain the Adviser or any Jefferies Affiliate who is in the business of providing such services to provide services (including, without limitation, consulting, valuation, appraisal and brokerage services), such that the Adviser or any Jefferies Affiliate may receive from the Company compensation in addition to that expressly provided for in this Agreement. As provided in 3.4.2, 5.2.1 and 13.1.3, the Company has been authorized to enter into the Advisory Agreement with the Adviser and the Administration Agreement with the Administrator. Any other agreement that the Company enters into with the Adviser or any Jefferies Affiliate shall meet the following requirements: (i) the compensation and other terms and conditions under which services are to be rendered or the transaction is to be entered into are embodied in a written contract that precisely describes such services or transaction and the compensation therefor, (ii) such contract is terminable at will by the Company, without penalty, upon not more than 60 days’ prior written notice, (iii) the terms and conditions of such contract are at least as favorable to the Company as those generally available from unaffiliated third parties in arm’s-length transactions, (iv) the transaction is entered into principally for the benefit of the Company, and (v) such contract shall be approved by prior written consent of Platinum. The Company shall notify the Members of any such agreement with the Adviser or any Jefferies Affiliate in the Company reports issued for the quarter in which such agreement is entered into.

Notwithstanding any duty otherwise existing at law or in equity, but subject to the provisions of this Agreement, any Member and its respective direct and indirect partners, members, stockholders, officers, directors, managers, trustees, employees, agents and Affiliates may invest, participate, or engage in (for their own accounts or for the accounts of others), or may possess an interest in, other financial ventures and investment and professional activities of every kind, nature and description, independently or with others, whether now existing or hereafter acquired or initiated, including but not limited to: management of other investment vehicles; investment in, financing, acquisition or disposition of securities; investment and management counseling; providing brokerage and investment banking services; or serving as officers, directors, managers, consultants, advisers or agents of other companies, partners of any partnership, members of any limited liability company or trustees of any trust (and may receive fees, commissions, remuneration or reimbursement of expenses in connection with these activities), whether or not such activities may conflict with any interest of the Company or any Member. The fact that a Member may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of investment assets, other assets or other business ventures and may take advantage of such opportunities itself or introduce such opportunities to entities in which it has or does not have any interest shall not subject such

- 9 -

Member to liability to the Company or to any of the other Members on account of the lost opportunity. Nothing in this Agreement shall be deemed to prohibit any Member or any Affiliate of any Member from dealing with, or otherwise engaging in business with, any other Member or any Person transacting business with the Company or any Portfolio Company. Neither the Company nor any Member shall have any rights, solely by virtue of this Agreement, in or to any activities permitted by this 3.5 or to any fees, income, profits or goodwill derived from such activities.

Commencing with the calendar year that begins after the date hereof, the Company will hold an annual meeting for the purposes of electing Directors and offering the Members the opportunity to review and discuss the Company’s investment activity and portfolio, and for such other business as may lawfully come before the Members. Annual meetings shall be held on such date and at such time as may be designated from time to time by the Board and stated in the notice of the meeting. Special meetings of the Members for any proper purpose or purposes may be called at any time by the Board. With respect to an annual or special meeting of Members, nominations of Persons for election to the Board and the proposal of business to be considered by Members may be made only pursuant to the notice of the meeting, as determined by the Board.

A quorum of the Members at an annual meeting or a special meeting shall consist of Members holding one-third of the outstanding Units entitled to vote on the matter in question.

Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members, such action shall be deemed to be valid if taken upon the written vote or written consent of those Members whose Units represent the specified percentage of the aggregate outstanding Units of all Members at the time.

Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. Any Units held by the Adviser shall not be entitled to vote on matters submitted to a vote of the Members. Except as expressly provided herein, no class of, or enumerated category of, Members shall be entitled to vote or consent separately as a class with respect to any matter. For these purposes, a “majority in interest” shall mean a percentage in interest in excess of 50%.

Notwithstanding any other provision of this Agreement, including 3.6, any action that may be taken at an annual meeting or special meeting may be taken without a meeting, without a vote and without prior notice, if a consent or consents in writing setting forth the action so taken are signed by those Members entitled to vote thereon owning not less than the minimum number of Units (including fractional Units) that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

ARTICLE 4

INVESTMENTS AND ACTIVITIES

The primary objective of the Company is to generate both current income and capital appreciation by investing primarily in U.S. companies in the “upper middle market” (i.e., companies with annual earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $50 million and $400 million). However, the Company may from time to time invest in larger or

- 10 -

smaller companies. The Company’s capital will be typically used by companies to support business growth, acquisitions, leveraged buyouts, refinancing or recapitalizations. Under normal circumstances, the Company will invest at least 80% of its managed assets (total assets plus borrowings for investment purposes minus the sum of the Company’s accrued liabilities (other than liabilities representing borrowings for investment purposes)) in first lien senior secured loans, second lien senior secured loans, subordinated loans or other corporate debt investments including bridge loans. To a lesser extent, the Company may also invest in equity and equity-related securities, including warrants and preferred stock which may or may not be convertible into a Portfolio Company’s common equity. Any investment (other than a Temporary Investment) intended to satisfy the Company’s investment objective is referred to herein as a “Portfolio Investment.”

From and after the date hereof, the Company will not invest more than 10% of the aggregate invested capital of the Company in any single Portfolio Company (including in such limitation (a) investments in any direct or indirect subsidiary of such Portfolio Company and (b) the amount of any outstanding obligations of such Portfolio Company (or direct or indirect subsidiary of such Portfolio Company) that have been guaranteed by the Company) measured at the time of the investment. A wholly owned subsidiary of the Company will not be treated as a Portfolio Company and therefore will not be subject to this limitation.

The Company shall at all times comply with the following investment limitations:

- 11 -

and any personal property associated with the use of the real property) located in the United States or the U.S. Virgin Islands and (ii) any equity ownership interests in a corporation that is or has been a U.S. real property holding company (“USRPHC”) as defined in section 897(c)(2) of the Code. However, if the Company anticipates that it is reasonably likely to become a USRPHC, it shall promptly notify Platinum, and use reasonable best efforts to allow Platinum to restructure its investment, in advance of such occurrence to the extent feasible.

Subject to applicable law and/or in accordance with any relief granted by the SEC, the Company may invest in Portfolio Companies where Affiliates of the Adviser simultaneously hold or are acquiring equity or debt securities or where such Affiliates of the foregoing may be an investor in the Company. Each such ownership and other relationships may create conflicts of interest for the Company. In such instances, each of the Company and such Affiliates will be free, in their discretion, to make recommendations and decisions with respect to the origination or disposition of such investments, independent of the recommendations and decisions made by the others unless required otherwise by any relief granted by the SEC. All such transactions will be made for the Company in a manner that the Board deems to be appropriate given the investment objective, liquidity, diversification and other limitations of the Company and in accordance with applicable law and/or any relief granted by the SEC. Any Portfolio Investment in an issuer that is an Affiliate of a Member shall be made, managed and disposed of in a manner consistent with similarly situated investments made by the Company in entities that are not Affiliates of a Member and in accordance with applicable law and/or any relief granted by the SEC.

The Company shall have the power to enter into, make and perform all such contracts and other undertakings, and engage in all such activities and transactions as the Board may deem necessary or advisable for or incidental to the carrying out of the Company’s purpose and objectives (and all determinations, decisions and actions made or taken by the Board shall be conclusive and absolutely binding upon the Company, the Members and their respective successors, assigns and personal representatives), including: to incur indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), to incur other obligations (including in connection with derivative financial instruments), to arrange and make guarantees to support any such indebtedness or other obligations and incur reimbursement obligations in respect of any such guarantees, to pledge or assign or otherwise make available credit support for any such indebtedness, guarantees or other obligations and to take all other actions as the Company deems necessary or appropriate in connection with incurring indebtedness, other obligations or guarantees. The Company is hereby authorized, at its option and without consent of any Member, to hypothecate, mortgage, assign, transfer, make a collateral assignment or pledge or grant a comparable security interest to a Lender or other holders of indebtedness, other obligations, or guarantees of the Company (a) any or all assets of the Company, including Portfolio Investments and deposit or similar accounts into which capital contributions are deposited (the assets described in this clause (a) referred to herein as “Assets”) and/or (b) some or all of the Undrawn Commitment of some or

- 12 -

all the Members, including the Company’s right to call for and receive contributions of Undrawn Commitments under 6.1 and all rights and remedies related thereto (including those under 6.2) and the obligations of some or all of the Members under their respective Subscription Agreements and this Agreement (the rights described in this clause (b) referred to herein as “Assigned Rights,” and together with Assets, referred to herein as “Credit Support”).

In furtherance thereof, the Company may, in each case subject to such other conditions as the Company may reasonably determine, (a) authorize any Lender or holders of such indebtedness, guarantees or other obligations, including any agent or trustee acting on their behalf, as agent and on behalf of the Company, or in such other capacity as the Company may specify to act as agent of and on behalf of the Company (i) to exercise Assigned Rights, (ii) to issue draw downs and to require all or any portion of such Undrawn Commitment to be contributed to the Company for purposes of paying related proceeds to a holder of such indebtedness, guarantees or other obligations to the Company; provided that no Member shall at any time be required to fund capital contributions directly to any party other than the Company, (iii) to exercise any remedy of the Company under this Agreement in respect of any Asset or Assigned Rights or in respect of any draw down, called contributions or Undrawn Commitment, and (iv) to enforce the Members’ obligations under their respective Subscription Agreements and this Agreement, and (b) take any other action the Company reasonably determines to be necessary for the purpose of providing such Credit Support (collectively, clauses (a) and (b), the “Lender Powers”); provided that any exercise of such Lender Powers shall be made in accordance with this Agreement. In addition, the Company is hereby authorized to provide to or receive from any Lender or holders of such indebtedness, guarantees or other obligations, including any agent or trustee acting on their behalf, reasonable and customary financial information related to such Member and other documentation reasonably and customarily required to incur or assume such indebtedness, subject to applicable law and in connection therewith, such Member hereby agrees to cooperate with the Company with respect to the provision of such information and documentation; provided, however, any such persons who receive such information shall be subject to confidentiality obligations with respect to such information.

Notwithstanding anything to the contrary in this Agreement, for so long as the Company operates as a BDC, the Company shall not incur indebtedness in violation of the leverage requirements applicable to a BDC, including but not limited to Sections 18 and 61 of the 1940 Act and any interpretation thereof that is currently or may become applicable to the Company.

To facilitate the Company’s ability to incur indebtedness, guarantees and other obligations and to incur pledges or assigns or otherwise make available as Credit Support for such indebtedness, guarantees and other obligations, each Member hereby agrees to and acknowledges the representations and acknowledgements set forth in Appendix II.

Notwithstanding anything herein to the contrary, any agent or ▇▇▇▇▇▇ granted a lien with respect to the Assigned Rights and the right to exercise any Lender Powers shall be an intended beneficiary of this Agreement and shall be entitled to enforce the provisions of this 4.3 and Appendix II.

- 13 -

Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness, the Company may retain, in whole or in part, any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds), pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, the aggregate amount of Proceeds so retained with respect to each Member shall not exceed the lesser of (i) the minimum distribution requirements of Section 852(a) of Subchapter M of the Code; or (ii) 110% of such Member’s Commitment. The Company may not retain Proceeds for the purpose of making a Portfolio Investment to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Common Unitholders will be reduced by such amount.

Subject to 4.4.1, the Company will distribute to the Common Unitholders net proceeds attributable to the repayment or disposition of Portfolio Investments, together with any interest, dividends, other net cash flow in respect of Portfolio Investments (or potential Portfolio Investments) or Temporary Investments (collectively, “Proceeds”) in the manner and at the times set forth below.

Subject to the requirements of Section 852(a) of Subchapter M of the Code, and the terms of any indebtedness, distributions of Proceeds will be made to the Common Unitholders pro rata based on the number of Common Units (including fractional Units) held by each Common Unitholder.

The Company shall distribute, promptly after receipt thereof, all Proceeds except to the extent such Proceeds are permitted to be retained as described in 4.4.1. Notwithstanding anything herein to the contrary, the Adviser will endeavor to cause the Company to effect distributions of Proceeds as necessary to comply with the requirements of Section 852(a) of Subchapter M of the Code.

Payment of distributions will be subject to applicable withholding taxes, if any. The Company (or its withholding agent) shall be entitled to deduct and withhold from any amount otherwise distributable to a Common Unitholder pursuant to this Agreement such amounts as may be required to be so deducted and withheld under any applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been distributed to the Common Unitholder.

- 14 -

A Common Unitholder may be required to re-contribute amounts previously distributed to it with respect to its Common Units. The amount that a Common Unitholder may be required to re-contribute pursuant to this 4.4.3 (the “Recallable Amount” of such Common Unitholder) shall be equal to (a) such Common Unitholder’s share of all Portfolio Investments that are repaid to the Company or otherwise recouped by the Company and distributed to such Common Unitholder, reduced by (b) all re-contributions made by such Common Unitholder pursuant to this 4.4.3; provided, however, following the first four fiscal quarters after the first Drawdown Date, no Common Unitholder shall be required to re-contribute Recallable Amounts in an aggregate amount greater than the lesser of (i) 30% of aggregate distributions actually received by such Common Unitholder from the Company or (ii) 25% of the aggregate Commitment by such Common Unitholder. The obligation to re-contribute Recallable Amounts shall expire on the second anniversary of the disposition of the relevant Portfolio Investment giving rise to the relevant distribution.

ARTICLE 5

FEES AND EXPENSES; ADVISORY AGREEMENT

- 15 -

regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent that they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying this Agreement or Advisory Agreement or related documents of the Company; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business.

The Company entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser for assistance in providing management services to the Company, a copy of which is attached hereto as Exhibit 1. The Advisory Agreement will automatically terminate in the event of an “assignment” (within the meaning of the 1940 Act) by the Adviser. The Advisory Agreement may be terminated by the Board or by the approval of a majority in interest of the Common Unitholders or, if less, such lower percentage as required by the 1940 Act, without penalty, upon not less than 60 days’ prior written notice to the Adviser. The Members acknowledge and agree that, so long as the Advisory Agreement (or a successor agreement) is in effect, the Company shall delegate the authority to make investment, disposition and similar decisions, including the authority to approve all Portfolio Investments and/or all dispositions thereof, to the Adviser. The Company shall obtain the approval of a majority in interest of the Common Unitholders prior to making any material amendment to the Advisory Agreement.

In consideration of the services to be provided by the Adviser to the Company pursuant to the Advisory Agreement, the Company shall pay to the Adviser an amount equal to the management fee (the “Management Fee”), calculated in accordance with Section 3 of the Advisory Agreement. Such amount shall be paid to the Adviser in accordance with Section 3 of the Advisory Agreement.

Subject to the terms of the Advisory Agreement, the Company shall pay the Adviser the Incentive Fee. The Incentive Fee will be determined in accordance with the formula in Section 3 of the Advisory Agreement.

- 16 -

Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Company’s activities will be the property of the Company. Notwithstanding the foregoing, for administrative or other reasons, certain fees described in clauses (i) through (iv) above (including any fees for administrative agent services provided by the Adviser or a Jefferies Affiliate with respect to a particular loan or portfolio of loans made by the Company) may be paid to the Adviser or the Jefferies Affiliate (rather than directly to the Company), in which case the amount of such fees (net of any related expenses associated with the generation of such fees borne by the Adviser or such Jefferies Affiliate that have not been and will not be reimbursed by the Company) shall be paid to the Company; provided that any such amount not paid to the Company shall be distributed to the Common Unitholders upon the final liquidation of the assets of the Company.

ARTICLE 6

CAPITAL OF THE COMPANY

Upon the Company admitting a Common Unitholder as a Member of the Company, such Common Unitholder will automatically be obligated to pay an amount equal to its Commitment as set forth in 6.1.

A Member will purchase Units for an aggregate purchase price equal to its Commitment, payable at such times and in such amounts as required by the Company. A Member shall be required to fund a capital contribution to purchase Units (a “Drawdown Purchase”) each time the Company delivers a notice (the “Drawdown Notice”) to such Member. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) prior to the date on which payment will be due (each, a “Drawdown Date”) and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by such Member to purchase Units on such Drawdown Date.

A Drawdown Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, such notice shall restate the information contained in the original Drawdown Notice, indicating any material changes.

Drawdown Purchases will generally be made pro rata, in accordance with Undrawn Commitments of all Members. However, the Company retains the right at its discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to net asset value, or NAV, per Unit in accordance with the limitations under Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions).

- 17 -

Drawdown Purchases shall be made to the Company by wire transfer or other transfer of federal or other immediately available U.S. funds on or before the relevant Drawdown Date to the account designated for such purpose. Each Common Unitholder shall be obligated to make payment in full of its Commitment, together with any interest or other amounts due thereon, on the Drawdown Date, and no Common Unitholder shall make (nor shall the Company be obligated to accept) less than the full amount of any such Commitment. No Member shall be required to pay more than the total amount of its Commitment. “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

On any Drawdown Date, the Company shall issue to the Member a number of Units (including fractional Units) equal to the amount of the Drawdown Purchase Price funded by the Member on the applicable Drawdown Date divided by the per Unit price determined by the Valuation Designee (as defined in 13.5.1 below). For the avoidance of doubt, the Company shall not issue Units for any portion of the Commitment that has not been paid to the Company and used to purchase Units pursuant to one or more Drawdown Notices (the “Undrawn Commitment”).

The Company may draw down Commitments to make investments at any time during the period after the initial closing, which is expected to occur immediately prior to the Company’s election to be treated as BDC under the 1940 Act (the “Initial Closing”).

Following the Initial Closing, each Subsequent Closing Member (as defined below) will be required to make a purchase or successive purchases of Units to fund a portion of its Undrawn Commitment on a non-pro rata basis (each, a “Catch-up Purchase”) on a date (or dates) (each, a “Catch-up Date”) to be determined by the Company that occurs no later than the next succeeding Drawdown Date. The aggregate purchase price of a Catch-up Purchase (or successive Catch-up Purchases) prior to a Catch-Up Date, will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such Subsequent Closing Member will have contributed the same percentage of its Commitment to the Company as all Members whose Subscription Agreements were accepted at previous closings (other than any Defaulting Purchasers or Members who subscribed in prior closings and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”).

Catch-up Purchases will be made at a price equal to the NAV per Unit (adjusted to appropriately reflect revenues and expenses accrued as of the applicable Catch-up Date and such Member’s pro rata portion of the Company’s initial Organizational Expenses) as of the close of the last quarter preceding the date of such Catch-up Purchase; provided that the purchase price is subject to adjustment to the extent required by Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions).

- 18 -

The Company may hold one or more closings subsequent to the Initial Closing (each date on which a subsequent closing is held, a “Subsequent Closing Date”) to admit one or more additional Members or to allow any existing Member to increase its Commitment (each such Member, a “Subsequent Closing Member”). Upon or following the acceptance of a Subsequent Closing Member’s Commitment on any Subsequent Closing Date, such Subsequent Closing Member may be required to make a Catch-up Purchase, on no less than seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received), at the Adjusted Purchase Price. Such Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Catch-up Date. Catch-up Dates can occur at any point in a month but generally will not occur in a month for which there is also a Drawdown Date. Any Member increasing its Capital Commitment on any Subsequent Closing Date shall be treated as if it were making a new Commitment to the Company.

Upon payment of the Adjusted Purchase Price on each Catch-up Date, the number of Units (including fractional Units) issuable to a Subsequent Closing Member will equal: (x) the Adjusted Purchase Price for such Subsequent Closing Member, minus the Organizational Expense allocation, divided by (y) the then-current NAV per Unit. A Catch-up Date and a Drawdown Date generally will not occur in the same calendar month.

In connection with each Drawdown Date following any Subsequent Closing Date, all Members, including Subsequent Closing Members, shall purchase Units in accordance with 6.1, subject in all cases to the Company’s right to limit issuances of Units in order to comply with applicable law, including ERISA.

In the event that a Member fails to pay all or any portion of the Drawdown Purchase Price due from such Member on any Drawdown Date (such amount, together with the amount of such Member’s Undrawn Commitment, a “Defaulted Commitment”) and such default remains uncured for a period of ten Business Days after the Company notifies such Member of the Defaulted Commitment, then the Company shall be permitted to declare such Member to be in default on its obligations (in such capacity, a “Defaulting Purchaser” and, collectively with any other purchasers declared to be in default, the “Defaulting Purchasers”).

The Company may prohibit the Defaulting Purchaser from purchasing additional Units on any future Drawdown Date. In addition, 50% of the Units then held by the Defaulting Purchaser may be automatically forfeited and transferred on the books of the Company to the other Members (other than any other Defaulting Purchasers), pro rata in accordance with their respective number of Units (including fractional Units) held; provided that no Units shall be transferred to any other Member in the event that such transfer would (i) violate the Securities Act, the 1940 Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or such transfer, (ii) constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code, or (iii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code (it being understood that this proviso shall operate only to the extent necessary to avoid the occurrence of the consequences contemplated herein and shall not prevent any other Member from receiving a partial allocation of its pro rata portion of Units); and provided, further, that any Units that have not been transferred to one or more Members pursuant to the previous proviso shall be allocated among the

- 19 -

participating Members pro rata in accordance with their respective number of Units (including fractional Units) held. The mechanism described in this section is intended to operate as a liquidated damage provision since the damage to the Company and other Members resulting from a default by the Defaulting Purchaser is both significant and not easily susceptible to precise quantification.

To the maximum extent permitted by applicable law, the Defaulting Purchaser will appoint the Company with full power of substitution, its true and lawful proxy to exercise all voting and other rights of such Defaulting Purchaser with respect to the Units, at every annual, special or adjourned meeting of Common Unitholders of the Company and in every written consent in lieu of such meeting in exact proportion to the votes or consents cast by Common Unitholders other than Defaulting Purchasers or, in the absence of any such Common Unitholders, in the discretion of the proxy.

The Company may pursue any other remedies against the Defaulting Purchaser available to the Company at law or in equity. No course of dealing between the Company and any Defaulting Purchaser and no delay in exercising any right, power or remedy conferred by this section or now or hereafter existing at law or in equity or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy. In addition to the foregoing, the Company may in its discretion institute a lawsuit against the Defaulting Purchaser for specific performance of its obligation to pay any Defaulted Commitment and any other payments to be made by the Defaulting Purchaser pursuant to this Agreement and to collect any overdue amounts hereunder. Notwithstanding any other provision of this Agreement, the Purchaser agrees (i) to pay on demand all costs and expenses (including attorneys’ fees) incurred by or on behalf of the Company in connection with the enforcement of this section against the Defaulting Purchaser sustained as a result of any default by the Defaulting Purchaser and (ii) that any such payment shall not constitute payment of a Drawdown Purchase Price or reduce the Defaulting Purchaser’s Commitment.

If, two or more of either Messrs. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇▇▇▇ (each of such three Persons, a “Key Person” and collectively, the “Key Persons”) resign, are terminated or fail to devote substantially all of his business time to the investment activities of the Company and the Related Entities (the occurrence of such event, a “Key Person Event”), the Company shall provide written notice to Platinum and other Members, if any, of such Key Person Event as soon as practicable but in no event later than 10 days of the date of such Key Person Event; provided, however, the Members acknowledge and agree that, to the extent that Messrs. ▇▇▇▇▇, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇ continue to remain materially involved in the day-to-day management of the Adviser based on each of their respective roles and responsibilities as of the date of this Agreement, such continued involvement in the day-to-day management of the Adviser following the date of this Agreement shall not be deemed to be a Key Person Event. In addition, each Member acknowledges and agrees that ▇▇. ▇▇▇▇▇ shall serve as chairman of the Board, and will not be involved in the day-to-day investment activities of the Company and the Related Entities, such that ▇▇. ▇▇▇▇▇ will provide general oversight of the Company and the Related Entities commensurate with the roles and responsibilities appropriate for a chairman or senior level C-suite executive. If the Adviser does not replace such individual(s) in the manner contemplated herein, then (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units and (B) Platinum shall be permitted to remove the Adviser unless ▇▇▇▇▇▇▇▇▇ Credit Partners proposes replacement(s) to any such Key Persons that are acceptable to Platinum in its sole discretion. The restrictions set forth in clauses (A) and (B) above shall be rescinded upon the sole written consent of Platinum within 120 days of any such Key Person Event. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any

- 20 -

Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of Platinum (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced), no later than 90 days after the date that the Adviser informs Platinum of its proposed replacement of the Key Person.

ARTICLE 7

DISTRIBUTIONS

Except as otherwise provided in this Agreement (including, but not limited to, 4.4.2), the Company shall determine the amount and timing of all distributions made by it. Without the prior written consent of a Common Unitholder, all distributions to such Common Unitholder shall be made in cash. Prior to the Company making distributions with respect to Common Units, the Company may pay or, subject to the RIC rules while the Company elects RIC status, set aside assets for (i) the Company’s current liabilities and other current obligations including payments due under credit facilities, guarantees or similar liabilities of the Company or any Intermediate Entities, (ii) reserves for expenses, indemnities and other liabilities and obligations of the Company or any Intermediate Entities, (iii) the maintenance of adequate working capital for the continued conduct of the Company’s business, and (iv) to the extent otherwise permitted hereunder, amounts to fund or otherwise with respect to new or existing Portfolio Investments.

Except as otherwise provided in this Agreement, distributions to the Members will be made to the Common Unitholders pro rata based on the number of Common Units (including fractional Units) held by each.

The Company generally intends to distribute on a quarterly basis, out of assets legally available for distribution, substantially all of its available earnings in such amount so the Company will not have to pay corporate-level income tax, subject to the discretion of the Board.

Anything in this Agreement to the contrary notwithstanding, no distribution shall be made to any Member if, and to the extent that, such distribution would not be permitted under the Delaware Act.

ARTICLE 8

DURATION OF THE COMPANY

The term of the Company began on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and the Company shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Delaware Act or as determined by the Board.

- 21 -

The Company shall be terminated and its affairs wound up and dissolved upon the first to occur of the following (each, a “Termination Event”):

ARTICLE 9

LIQUIDATION OF ASSETS ON DISSOLUTION

Following a Termination Event, the Company’s assets shall be liquidated in an orderly manner. The Board shall be the liquidator to wind up the affairs of the Company pursuant to this Agreement. The Board as liquidator shall cause the Company to pay or provide for the satisfaction of the Company’s liabilities and obligations to creditors in accordance with the Delaware Act. In performing their duties, the Board as liquidator is authorized to sell, exchange or otherwise dispose of the assets of the Company in such reasonable manner as the Board shall determine to be in the best interests of the Members.

Subject to Section 18-804 of the Delaware Act, the proceeds of liquidation shall be applied in the following order of priority:

- 22 -

A reasonable time shall be allowed for the winding up of the affairs of the Company in order to minimize any losses otherwise attendant upon such a winding up; provided that the Board shall use reasonable best efforts to liquidate the Company within one year of a Termination Event.

None of the liquidator, the Directors, the Officers, the Adviser and their respective partners, members, stockholders, officers, directors, managers, employees, agents and Affiliates shall be personally liable to any Member for the return of the capital contributions of any Member.

Notwithstanding anything to the contrary set forth in this Article 9, but subject to the other limitations on investments set forth in this Agreement and the Delaware Act, the liquidator may, at any time or times after dissolution with the prior written consent of Platinum, cause the Company to make additional investments in entities which were Portfolio Companies on the date of dissolution (including any successor to, or subsidiary of, a Portfolio Company), if the liquidator believes that such additional investments are in the best interests of the Members and in furtherance of the winding up of the affairs of the Company.

ARTICLE 10

LIMITATIONS ON TRANSFERS AND REDEMPTIONS OF COMPANY UNITS

No assignment, pledge, mortgage, hypothecate, gift, sale or other disposition or encumbrance (collectively, “Transfer”) of a Member’s Units, in whole or in part, shall be made other than pursuant to this 10.1. Any attempted Transfer of all or any part of a Member’s Units without compliance with this Agreement shall be void to the maximum extent permitted by applicable law. Each Transfer shall be subject to all of the terms, conditions, restrictions and obligations set forth in this Agreement and shall be evidenced by an assignment agreement executed by the transferor, the transferee(s) and the Company, in form and substance satisfactory to the Company. No Transfer will be effectuated except by registration of the Transfer on the Company’s books.

The prior written consent of the Board, which will not be unreasonably withheld, shall be required for any Transfer of all or part of any Member’s Units, including a Transfer of solely an economic interest in the Company. The prior written consent of the Board shall not be required for any Transfer of all or part of Platinum’s Units to an Affiliate of Platinum as long as such Transfer otherwise complies with the requirements of 10.1 (other than the legal opinion requirement of 10.1.5).

The transferor and transferee(s) shall provide such additional written representations as the Company reasonably may request.

- 23 -

No Transfer shall be permitted, and the Company shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Company as a substituted Member, would:

The Company may, but is not required to, condition its consent to any Transfer hereunder upon receipt by the Company of a written opinion of counsel for the Company, or of other counsel reasonably satisfactory to the Company, in form and substance satisfactory to the Company, as to such legal matters as the Company reasonably may request.

Any Member who requests or otherwise seeks to effect a Transfer of all or a portion of its Units hereby agrees to reimburse the Company, at its request, for any expenses reasonably incurred by the Company in connection with such Transfer, including the costs of seeking and obtaining the legal opinion required by 10.1.5 and any other legal, accounting and miscellaneous expenses (“Transfer Expenses”), whether or not such Transfer is consummated. At its election, and in any event if the transferor has not reimbursed the Company for any Transfer Expenses incurred by the Company in preparing for or consummating a proposed or completed Transfer within 30 days after the Company has delivered to such Member written demand for payment, the Company may seek reimbursement from the transferee of such Units (or portion thereof). If the transferee does not reimburse the Company for such Transfer Expenses within a reasonable time (or, in the case of a Transfer not consummated, the prospective transferor does not reimburse the Company within a reasonable time), the Company may withhold such amount from distributions that would otherwise be made with respect to such Units (with such withheld amount treated as having been distributed to the holder of such Units for all other purposes of this Agreement).

If any Transfer results in multiple ownership of any Member’s Units, the Company may require one or more trustees or nominees to be designated as representing a portion of or the entire interest transferred for purposes of (a) receiving all notices which may be given, and all payments which may be made, under this Agreement and (b) exercising all rights which the transferor as a Member has pursuant to the provisions of this Agreement.

- 24 -

ARTICLE 11

EXCULPATION AND INDEMNIFICATION

To the maximum extent permitted by law, no Covered Person shall be liable to the Company or any Member for (a) any mistake in judgment, (b) any act performed or omission made by such Covered Person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company (x) if such Covered Person did not act in bad faith, and (y) if such conduct did not constitute actual fraud, willful misfeasance, bad faith, gross negligence, reckless disregard of the duties involved in the conduct of such Covered Person’s respective position, or solely with respect to a Covered Person who is not an Independent Director, a material violation of applicable U.S. federal securities laws. For purposes of this Article 11, “Covered Person” shall mean the Directors, the Adviser, the Administrator and each of their members, managers, officers, employees, agents, controlling Persons and any other Affiliate and any Person who otherwise serves at the request of the Board on behalf of the Company, including a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, each to the extent such Person was serving in such capacity at the time the loss or cause of action arose, without regards to the status of such person at the time such action is commenced. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of a Covered Person to the Company or any Member otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person. The Company agrees for the benefit of each Covered Person that no amendment, alteration or repeal of this 11.1 shall limit or restrict any rights or benefits of a Covered Person in respect of any action taken or omitted by such Covered Person prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. The foregoing entitlement to exculpation shall survive the termination of this Agreement and shall continue as to any Covered Person who has ceased to be a Covered Person, and shall inure to the benefit of a Covered Person and the Covered Person’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. The rights granted pursuant to this 11.1 shall vest at the time a person becomes a Covered Person and shall be deemed to create a binding contractual obligation on the part of the Company to such persons, enforceable by such persons against the Company, and such persons shall be entitled to rely on such provisions of this 11.1 without giving notice thereof to the Company.

To the maximum extent permitted by law (including, without limitation, ERISA), no Covered Person shall, in the absence of its own actual fraud, willful misfeasance, bad faith, gross negligence, reckless disregard of the duties involved in the conduct of such Covered Person’s respective position, or solely with respect to a Covered Person who is not an Independent Director, a material violation of applicable U.S. federal securities laws, be liable to the Company or any Member for the acts or omissions, whether by action or omission, dishonesty or bad faith, of any broker or other agent of the Company.

- 25 -

To the maximum extent permitted by law (including, without limitation, ERISA), no Person serving as liquidator shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any action or omission of such Person, provided that such Person did not act in bad faith.

To the maximum extent permitted by law (including, without limitation, ERISA), no Covered Person and no Person serving as liquidator shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to matters of law), or of accountants (as to matters of accounting), or of investment bankers, accounting firms, or other appraisers (as to matters of valuation), provided that any such professional or firm is selected with reasonable care.

To the maximum extent permitted by law, the Covered Persons, each liquidator, and each partner, member, stockholder, director, officer, manager, trustee, employee, agent and Affiliate of any of the foregoing (each, an “Indemnitee”) shall be indemnified, subject to the other provisions of this Agreement, by the Company (only out of Company assets, including the proceeds of liability insurance and the right to require contributions or other payments by the Members under this Agreement) against all judgments, penalties, fines and amounts paid in settlement and all Indemnification Expenses (as defined below) actually and reasonably incurred by such Indemnitee or on such Indemnitee’s behalf in connection with any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom (each, a “Proceeding”), to which the Indemnitee may be made a party or otherwise involved or with which the Indemnitee shall be threatened, arising out of (a) any mistake in judgment, (b) any action or omission done on behalf of the Company or in furtherance of the interests of the Company or the Members or otherwise arising out of or in connection with the Company, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company, in each case except for such losses (x) arising from such Indemnitee’s own actual fraud, willful misfeasance, bad faith, gross negligence, reckless disregard of the duties involved in the conduct of such Indemnitee’s position, or solely with respect to an Indemnitee who is not an Independent Director, a material violation of applicable U.S. federal securities laws, (y) arising from the Indemnitee defending an actual or threatened Proceeding brought or initiated by the Indemnitee (other than in respect of the enforcement of such Indemnitee’s indemnification or advancement rights hereunder) or (z) arising from an internal dispute solely among Indemnitees. Notwithstanding any other provision of this Article 11, and without limiting any such provision, to the extent that an Indemnitee is, by reason of 11.2.1(a)-(c), a party to and is successful, on the merits or otherwise, in defending against any Proceeding, such Indemnitee shall be indemnified against all Indemnification Expenses incurred by such Indemnitee or on such Indemnitee’s behalf in connection therewith. For purposes of this 11.2, “Indemnification Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other reasonable and out-of-pocket disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Indemnification Expenses shall also include

- 26 -

expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent. If the Indemnitee is not wholly successful in defending against such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall reimburse such Indemnitee for all Indemnification Expenses actually and reasonably incurred by such Indemnitee or on such Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter. The rights granted pursuant to 11.2 shall vest at the time a person becomes an Indemnitee and shall be deemed to create a binding contractual obligation on the part of the Company to such persons, enforceable by such persons against the Company, and such persons shall be entitled to rely on such provisions of 11.2 without giving notice thereof to the Company.

Notwithstanding 11.2.1, an Indemnitee shall not be indemnified with respect to matters as to which the Indemnitee shall have been finally adjudicated in any such Proceeding to have acted in bad faith or to have acted in a manner that constituted actual fraud, willful misfeasance, bad faith, gross negligence, reckless disregard of the duties involved in the conduct of such Indemnitee’s position, or solely with respect to an Indemnitee who is not an Independent Director, a material violation of applicable U.S. federal securities laws.

- 27 -

- 28 -

(a) The Company will use its reasonable best efforts to maintain, at the expense of the Company, (i) insurance policies for the protection of any Indemnitee or potential Indemnitee against any liability incurred in any capacity which results in such Person being an Indemnitee (provided that such Person is serving in such capacity at the request of the Company or the Board) and (ii) one or more fidelity bonds that meet the requirements of the 1940 Act. In the event of a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of 300% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 300% of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.

(b) Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Indemnification Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in 11.2.5(a). The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.

(d) The Company or an Affiliate shall use its reasonable best efforts to purchase, and maintain in effect for a period of six (6) years after the date of any dissolution and winding up of the Company, a “tail” policy or policies providing directors’ and officers’ liability insurance coverage for the benefit of Indemnitee. Any such policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under any policy or policies purchased and maintained in accordance with 11.2.5(a).

(e) “Change in Control” for purposes of 11.2.5 means a change in control of the Company occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the 1934 Act, whether or not the Company is then subject to such reporting requirement;

- 29 -

provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the date of the Second Amended and Restated Limited Liability Company Agreement of the Company, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the 1934 Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the Directors then in office immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the Directors then in office, as a consequence of which the Directors in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) at any time, a majority of the Directors are not individuals (A) who were directors as of the date of the Second Amended and Restated Limited Liability Company Agreement of the Company or (B) whose election by the Board or nomination for election by the Members was approved or recommended (1) by the affirmative vote of at least two-thirds of the Directors then in office who were directors as of the date of the Second Amended and Restated Limited Liability Company Agreement of the Company or (2) by a committee of the Board consisting of at least two-thirds of the Directors then in office who were Directors as of the date of the Second Amended and Restated Limited Liability Company Agreement of the Company or, in the case of clause (1) or (2), whose election or nomination for election was previously so approved or recommended.

The foregoing right of indemnification shall survive the termination of this Agreement and shall continue as to an Indemnitee who has ceased to be an Indemnitee, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. No amendment, alteration or repeal of 11.2 shall limit or restrict any right of Indemnitee to indemnification or advancement under 11.2 in respect of any action taken or omitted by such Indemnitee prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal.

The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, expressly to assume and agree to perform this Article 11 in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

The rights to indemnification and advancement of expenses conferred in 11.2 shall not be exclusive and shall be in addition to any rights to which any Indemnitee may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

Each Indemnitee shall, as a condition to obtaining payments under 11.2, use commercially reasonable efforts to seek payment from any applicable Portfolio Company, its insurance carriers and/or the insurance carriers of the Adviser and/or the Company. The Company shall, in good faith, determine whether any such Indemnitee has used commercially reasonable efforts to seek such payments. In no event, however, shall the Company be precluded from making payments under 11.2 to any such Indemnitee if reasonable uncertainty exists as to the likelihood of payment by any such Portfolio Company or insurance carrier in a timely manner or on reasonably acceptable terms.

- 30 -

If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in 11.2 or due to the provisions of 11.2, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for expenses, judgments, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

If any Covered Person or Indemnitee or the Company itself is subject to any federal or state law, rule or regulation which restricts the extent to which any Person may be exonerated or indemnified by the Company, the exoneration provisions set forth in 11.1 and the indemnification provisions set forth in 11.2 shall be deemed to be amended, automatically and without further action by the Members, to the minimum extent necessary to conform to such restrictions.

ARTICLE 12

AMENDMENTS

Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may be waived, modified, amended, or deleted during or after the term of the Company, with the prior written consent of a majority in interest of the Members.

No amendment to this Agreement shall increase any Commitment of any Common Unitholder or dilute the relative interest of any Member with respect to the other Members holding Units of the same class in the profits or capital of the Company or in allocations or distributions attributable to the ownership of such interest without the prior written consent of such Member, except such dilution as may result from additional Commitments from the Common Unitholders. This 12.1.2 shall not be amended without the unanimous consent of all Members.

The Company shall promptly furnish copies of any amendments to this Agreement to all Members. Changes made to the books and records of the Company shall not be deemed to be amendments to this Agreement and shall not be required to be furnished to all Members.

- 31 -

Notwithstanding the provisions of this Agreement or any Subscription Agreement, but subject to the 1940 Act, applicable federal securities law, and any other BDC requirements, it is hereby acknowledged and agreed that the Board on behalf of the Company, without the approval of Platinum, may not enter into a side letter or similar agreement with a Member, executed in connection with the admission of such Member to the Company, which agreement has the effect of establishing rights under, or altering or supplementing the terms of this Agreement or such Member’s Subscription Agreement in order to meet certain requirements of such Member (an “Other Agreement”). The parties hereto agree that any terms contained in an Other Agreement with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement.

ARTICLE 13

ADMINISTRATIVE PROVISIONS

At all times the Company shall keep proper and complete books of account, in which shall be entered fully and accurately the transactions of the Company. Such books of account shall be kept on the accrual method of accounting. The Company shall also maintain: (a) an executed copy of this Agreement (and any amendments hereto); (b) the Certificate (and any amendments thereto); (c) executed copies of any powers of attorney pursuant to which any document described in clause (a) or (b) has been executed by the Company; (d) a current list of the name, address, Commitments and taxpayer identification number, if any, of each Member; (e) copies of all tax returns filed by the Company; and (f) all financial statements of the Company for each of the prior seven years. These books and records shall at all times be maintained at the principal office of the Company and in accordance with the Company’s record retention policy.

The Company shall file for record with the appropriate public authorities and, if required, publish the Certificate and any amendments thereto.

The Company will enter into a contract (the “Administration Agreement”) with an administrator (the “Administrator”) to perform certain administrative, accounting and investor services for the Company. The Administrator will be experienced in providing such services to investment funds similar to the Company.

At any time before the Company’s complete liquidation, each Member, or a designee thereof, at its own expense may for any purposes reasonably related to its interests as a Member (a) fully examine and audit the Company’s books, records, accounts and assets, including bank account balances and (b) examine, or request that the Company furnish, such additional information as is reasonably necessary to enable the requesting Member to review the state of the investment activities of the Company; provided that such information is necessary and essential to such Member’s purpose and the Company can obtain such additional information without unreasonable effort or expense; provided, further, that the Company may redact confidential information relating to another Member. Any such examination or audit shall be made

- 32 -

(1) only upon ten (10) Business Days’ prior written notice to the Company, (2) during normal business hours and (3) without undue disruption. Notwithstanding the foregoing, the Company shall have the benefit of the confidential information provisions of Section 18-305(c) of the Delaware Act, and the obligation to make Company Information available or to furnish Company Information shall be subject to the provisions thereof.

The Company shall use its best efforts to provide to each Member, within 90 days after the close of each fiscal year, the audited financial statements of the Company for such fiscal year, which audited financial statements shall be prepared in accordance with generally accepted accounting principles as in effect at such time.

The Company shall generally furnish to each Member, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited financial statements of the Company for the quarter then ended.

The Company shall give the Members prompt written notice of the occurrence of any event constituting Cause.

As a BDC, the Company conducts the valuation of its assets, pursuant to which the Company’s NAV is determined, at all times consistent with GAAP and the 1940 Act. In accordance with Rule 2a-5 under the 1940 Act, the Board may either determine fair valuations in good faith for any or all of the Company’s investments or designate the performance of fair valuation determinations to a valuation designee, subject to the Board’s oversight (the “Valuation Designee”). The Company has designated the Adviser as the Valuation Designee. The Valuation Designee is responsible for assessing and managing material valuation risks, establishing, testing and applying fair value methodologies, evaluating any pricing services and providing quarterly and annual reports to the Board.

The Valuation Designee is responsible for determining the fair value of the Company’s portfolio of assets as and when required, including on a quarterly basis consistent with the BDC’s reporting obligations under the 1934 Act. The Company will calculate its NAV in accordance with the requirements of the 1940 Act. The value of each Unit will be calculated by dividing the value of the net assets of the Company by the total number of Units (including fractional Units) outstanding. The Valuation Designee shall adopt certain valuation procedures to assist the Company in determining the fair value of its investment portfolio. Among other factors, the Valuation Designee may consider reports prepared by third-party pricing and valuation firms with respect to some or all of the Company’s portfolio assets when determining the value of its portfolio assets.

The Valuation Designee is responsible for overseeing the implementation of procedures for fair value determinations on behalf of the Company.

- 33 -

The fair market value of any security owned by the Company which is a Freely Tradable Security shall be determined on the basis of the last reported trade price of such security on the date the value is being determined on the exchange where it is primarily traded or, if such security is not traded on an exchange, such security shall be valued at the last reported sale price on such dates on Nasdaq or, if such security is not reported on Nasdaq, such security shall be valued at the reported closing bid prices (or average of bid prices) last quoted on such dates as reported by an established quotation service for over-the-counter securities. For purposes of determining the fair market value of any Freely Tradable Security as of any date, the “last reported” trade price or sale price on any trading day shall be deemed to be: (a) for securities traded primarily on the New York Stock Exchange, NYSE MKT or Nasdaq, the last reported trade price or sale price, as the case may be, as of 4:00 p.m., New York time, on that day and (b) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the “regular hours” trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted in the securities industry for determining the market price of a security as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times.

The determination of the fair market value of all other assets of the Company shall be based upon all relevant factors, including, without limitation, such of the following factors as may be deemed relevant by the Board or the Valuation Designee: current financial position and current and historical operating results of the issuer; sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in the over-the-counter market; general level of interest rates; recent trading volume of the security; restrictions on transfer, including the Company’s right, if any, to require registration of its securities by the issuer under the securities laws; any liquidation preference or other special feature or term of the security; significant recent events affecting the Portfolio Company, including any pending private placement, public offering, merger or acquisition; the price paid by the Company to acquire the asset; the percentage of the issuer’s outstanding securities that is owned by the Company; and all other factors affecting value.

In determining the fair market value of the assets of the Company, no allowance of any kind shall be made for goodwill or the name of the Company or of the Adviser, the Company’s records, files and statistical data or any intangible assets of the Company in the nature of or similar to goodwill. The Company’s name and goodwill shall, as among the Members, be deemed to have no value, and no Member shall have any right or claim individually to the use thereof. The Members agree that the names, trademarks and service marks “Jefferies,” and all modifications, derivations or versions thereof, and any goodwill associated therewith, are owned by one or more Jefferies Affiliates, and use of any such name as part of the Company’s name or in connection with the Company’s activities shall not affect the ownership of such names, trademarks and service marks.

The Board or the Valuation Designee may engage one or more independent valuation firms on behalf of the Company to assist the Valuation Designee in determining the fair market value of the Company’s assets for which market quotations are not readily available. Any such valuation firms will at all times be unaffiliated with the Adviser and will be experienced in the valuation of assets similar to the types of investments to be made by the Company.

- 34 -

Except where otherwise specifically provided in this Agreement, all notices, requests, consents, approvals and statements shall be in writing and, if properly addressed to the recipient, shall be deemed given (a) on the date of actual receipt if delivered personally to the recipient; (b) three (3) Business Days after mailing if mailed by first class mail (or if sent to or from outside the United States, by airmail), postage prepaid; (c) if a Business Day and sent prior to 1:00 p.m. Eastern Time, the date of transmission (or, if not a Business Day or sent after 1:00 p.m. Eastern Time, the Business Day following transmission) if sent by electronic facsimile transmission or e-mail; or (d) one (1) Business Day after being sent by a reputable overnight courier service, overnight delivery requested. Notices shall be deemed to be properly addressed, if to the Company at: Jefferies Credit Partners LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel, or if to any Member (or trustee or nominee pursuant to 10.2), if addressed to its address as set forth in such Member’s Subscription Agreement, or to such other address or addresses as the addressee previously may have specified by written notice given in the manner specified in this 13.6 to the Company, in the case of the Members, or to the Members, in the case of the Company.

The fiscal year of the Company shall be the calendar year or, if the Company is required to use a different year as its taxable year for federal income tax purposes, such other year.

The Company’s independent public auditors shall at all times be a nationally recognized independent public auditing firm selected by the Company. The Company may change its auditors from time to time, and the Company will notify the Members of any such change.

Subject to 13.8.2 below, the Company shall at all times be taxed as a corporation, and shall file any election required to preserve such status.

As soon as practicable after the Initial Closing, the Company shall seek to be treated as a RIC for U.S. federal income tax purposes and seek to cause the Company to meet any requirements in connection with such election necessary to obtain and maintain RIC qualification, including source-of-income and asset diversification requirements and distributing annually an amount equal to at least 90% of its “investment company taxable income.” Notwithstanding the foregoing, the Company shall seek to continue to be treated as a RIC, and shall not otherwise seek to terminate such status, without the prior written consent of Platinum.

- 35 -

Each of the undersigned, by execution of this Agreement (including by execution of a counterpart signature page hereto directly or via an attorney-in-fact), hereby designates any duly authorized representative of the Company as its true and lawful representative and attorney-in-fact, in its name, place and stead, to make, execute, sign, acknowledge and deliver or file (a) the Certificate and any other instruments, documents and certificates which may from time to time be required by any law to effectuate, implement and continue the valid and subsisting existence of the Company, (b) all instruments, documents and certificates that may be required to effectuate the dissolution and termination of the Company in accordance with the provisions hereof and the Delaware Act, (c) all other amendments of this Agreement contemplated by this Agreement including, without limitation, amendments reflecting the addition or substitution of any Member, or any action of the Members or the Members duly taken pursuant to this Agreement whether or not such Member voted in favor of or otherwise approved such action that has been approved by the applicable vote or written consent of the Members (if required) pursuant to the terms of this Agreement, (d) any other instrument, certificate or document required from time to time to admit a Member, to effect its substitution as a Member, to effect the substitution of the Member’s assignee as a Member, or to reflect any action of the Members or the Members provided for in this Agreement that has been approved by the applicable vote or written consent of the Members (if required) pursuant to the terms of this Agreement and (e) if such Member becomes a Defaulting Purchaser, documents necessary or appropriate to effect the sale of such Member’s Units. The foregoing grant of authority (1) is a special power of attorney coupled with an interest in favor of the Company and as such shall be irrevocable and shall survive and not be affected by the death, disability or incapacity of a Member that is a natural person or the merger, dissolution or other termination of the existence of a Member that is a corporation, association, partnership, limited liability company or trust and (2) shall survive the assignment by such Member of the whole or any portion of its interest, except that where the assignee of the whole thereof has furnished a power of attorney, this power of attorney shall survive such assignment for the sole purpose of enabling the Company to execute, acknowledge and file any instrument necessary to effect any permitted substitution of the assignee for the assignor as a Member and shall thereafter terminate. This power of attorney may be exercised by such attorney-in-fact for all Members (or any of them) by a single signature of a duly authorized representative of the Company acting as attorney in fact with or without listing all of the Members executing an instrument.

Each Member hereby agrees to execute all certificates, counterparts, amendments, instruments or documents that may be required by laws of the various jurisdictions in which the Company conducts its activities, to conform with the laws of such jurisdictions governing limited liability companies.

This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, successors, permitted assigns and legal representatives of the parties hereto.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflicts of law principles.

Each Member understands that in addition to the restrictions on transfer contained in this Agreement, it must bear the economic risks of their investment for an indefinite period because the interests in the Company have not been registered under the Securities Act or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available.

- 36 -

The Company will use reasonable best efforts to comply with all laws, rules and regulations applicable to the Company, including, for the avoidance of doubt, all applicable anti-money laundering laws, anti-terrorism laws and anti-bribery laws, as well as applicable rules and regulations imposed by applicable securities laws; provided, that the Company will have no liability under this 13.9.6 in the event that noncompliance with an applicable law does not, or would not reasonably be expected to, have an adverse effect on the Company, other than a de minimis adverse effect. The Company has established and will maintain internal controls, policies and procedures reasonably designed to ensure compliance with all applicable anti-money laundering laws, anti-terrorism laws and anti-bribery laws, as well as applicable rules and regulations imposed by applicable securities laws.

Whenever the context of this Agreement permits, the masculine gender shall include the feminine and neuter genders (and vice versa), and reference to singular or plural shall be interchangeable with the other. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the other provisions, and the parties intend that this Agreement shall be construed and reformed in all respects as if any such invalid or unenforceable provision(s) were omitted or, at the direction of a court, modified in order to give effect to the intent and purposes of this Agreement. References in this Agreement to particular sections of the Code or the Delaware Act or any other statute shall be deemed to refer to such sections or provisions as they may be amended after the date of this Agreement. Captions in this Agreement are for convenience only and do not define or limit any term of this Agreement. It is the intention of the parties that every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring an Agreement to be strictly construed against the drafting party), it being understood that the parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. This Agreement, together with the related Subscription Agreement and any Other Agreement (if any) between the Company and any Member, shall constitute the entire agreement and understanding among the respective parties to such agreements with respect to the subject matter hereof and thereof. There are no representations, warranties or agreements made by the Company except to the extent set forth in this Agreement, the Subscription Agreements and any such Other Agreement (if applicable). This Agreement or any amendment hereto may be signed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one agreement or amendment, as the case may be.

* * * * * * *

- 37 -

IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Limited Liability Company Agreement of Senior Credit Investments, LLC as of the day, month and year first above written.

[Signature page to Second Amended and Restated Limited Liability Company Agreement of Senior Credit Investments, LLC]

Senior Credit Investments, LLC

Member Signature Page

IN WITNESS WHEREOF, the undersigned have executed this Second Amended and Restated Limited Liability Company Agreement of Senior Credit Investments, LLC and hereby authorize this signature page to be attached to a counterpart of such Agreement executed by the Company and the other parties thereto.

Entered into February 2, 2024, effective as of December 7, 2023

APPENDIX I

Senior Credit Investments, LLC

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both singular and plural forms of the terms so defined). Additional defined terms are set forth in the provisions of this Agreement to which they relate.

I-1

I-2

I-3

I-4

I-5

I-6

I-7

APPENDIX II

Member Acknowledgements

In connection with the borrowings, guarantees and other obligations by the Company in accordance with 4.3.1, each Member hereby makes available as Credit Support the following representations and acknowledgements for the benefit of the Company and any lender or other holder of indebtedness, guarantees or other obligations:

(a) such Member hereby consents to the pledge or assignment of its Undrawn Commitment and other related Assets and Assigned Rights and other forms of Credit Support;

(b) such Member shall confirm, as of the date of this Agreement and following any default under a loan, credit or other facility or instrument evidencing such indebtedness, guarantees or other obligations, in favor of any lenders or other holders of indebtedness, guarantees or other obligations, the amount of such Member’s Commitment and Undrawn Commitment;

(c) such Member is and will remain absolutely, irrevocably and unconditionally obligated to fund capital contributions up to the amount of such Member’s Undrawn Commitment pursuant to written capital call notices duly made under this Agreement and its Subscription Agreement, for the purposes of repaying any indebtedness for borrowed money, in each case, without set-off, defense (other than defense of payment), counterclaim or reduction based on any claim against any Person (including any defense of fraud or mistake, or any defense under Section 365 of the U.S. Bankruptcy Code), and such Member hereby waives any right to assert any claim to the contrary in connection with any bankruptcy, insolvency, dissolution or winding up of the Company or otherwise;

(d) such Member shall honor capital calls issued by or on behalf of any lender or other holder of indebtedness, guarantees or other obligations and such lender shall have the right to enforce the obligations of the Member to make contributions hereunder and under the terms of the Subscription Agreement and to seek all available remedies against the Member if the Member fails to make such contributions;

(e) such Member acknowledges that the proceeds of capital contributions called in accordance with this Agreement may be (i) used to repay the obligations to any lenders or other holders of indebtedness, guarantees or other obligations and (ii) directly deposited in an account of the borrower identified by the borrower in the applicable call notice for the benefit of any lenders or other holders of indebtedness, guarantees or other obligations, in which case funds delivered by such Member pursuant to a capital call shall not be considered a funded contribution if such funds are not delivered into such account;

(f) such Member hereby also acknowledges and agrees that lenders and other holders of indebtedness, guarantees or other obligations will rely upon the statements made in this Agreement in connection with providing financing to the Company; and the terms of any indebtedness, guarantees or other obligations of the Company may, without the consent of such Member, be established and maintained and may be amended, restated, supplemented, replaced, restructured, refinanced or otherwise modified from time to time, including to extend the maturity thereof, and whether by the same lender, or different lenders; provided that no amendment, restatement, or any other modification of the terms of any borrowing, loan, or other extension of credit shall alter the rights of any Member under this Agreement or its related Subscription Agreement;

II-1

(g) such Member acknowledges that the Subscription Agreement of such Member contractually obligates it to fund its Commitment in order to pay amounts that may become due under any borrowings or other financings or similar obligations of the Company or any subsidiary of the Company, and the payment by such Member of any such amounts that become due and payable by the Company out of such Member’s Undrawn Commitment may be a condition to the effectiveness of (i) any transfer, withdrawal, termination or reduction of the Commitment of such Member, or (ii) such Member’s ability to cease funding its Commitment; and

(h) as of the date of this Agreement, the representations and warranties of such Member in its Subscription Agreement are true and correct in all material respects.

II-2

SCHEDULE A

Schedule of Directors

(Dated as of September 25, 2023)

A-1

SCHEDULE B

Schedule of Audit Committee Members

(Dated as of September 25, 2023)

B-1

SCHEDULE C

Schedule of Officers

(Dated as of September 25, 2023)

C-1

Exhibit 1

Investment Advisory Agreement