CUSTODIAL AGREEMENT





                 THIS CUSTODIAL AGREEMENT (this "Agreement") dated as of October

9, 2006 is entered into by and among TENNENBAUM OPPORTUNITIES FUND V, LLC (the

"Owner") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (in such

capacity, the "Custodian").



                              W I T N E S S E T H:

                              - - - - - - - - - -



                  WHEREAS, the Owner has acquired assets and may from time to

time acquire additional assets (collectively, the "Assets"); and



                  WHEREAS, the Owner desires to deposit the Assets with the

Custodian to hold on the Owner's behalf and to direct the Custodian with respect

to the transfer and release thereof;



                  NOW, THEREFORE, the parties hereto agree as follows:



         1. The Owner hereby appoints the Custodian as custodian of the

Assets pursuant to the terms of this Agreement and the Custodian accepts

such appointment. The Custodian hereby agrees to accept the Assets

deposited with the Custodian by the Owner from time to time, and agrees to

hold, release and transfer the same in accordance with the provisions of

this Agreement. The Assets delivered to the Custodian pursuant to this

Agreement will promptly be credited to a separate custodial account

entitled "TOF V Operating Account (the "Operating Account") and held on

behalf of the Owner. The Custodian shall also establish accounts on behalf

of the Owner entitled (i) "TOF V Revolver Account" (the "Revolver Account")

and (ii) "TOF V Equity Account" (the "Equity Account" and, together with

the Operating Account and the Revolver Account, the "Accounts").



         The Custodian shall use due care in the custody of the Assets and shall

segregate and maintain continuous custody of the Assets in the Accounts in

accordance with such standards as are customary for such custody in the

registered investment company industry and in the Custodian's care of similar

assets for registered investment companies. The Custodian shall not be

responsible for any assets of the Owner held or received by the Owner or others

and not delivered to and accepted by the Custodian as hereinafter provided. 2.

Any amounts or proceeds received by the Custodian in connection with the Assets

shall be deposited in the Operating Account in accordance with its usual

procedures governing amounts received in respect of securities held by it. At

the direction of the Owner, Assets or amounts on deposit in the Operating

Account shall be withdrawn by the Custodian and deposited into the Revolver

Account. Amounts received in respect of capital calls shall be deposited into

the TOF V Equity Account as directed by the Owner.



         Amounts shall be withdrawn from the Accounts at the direction of

the Owner (which may be in the form of standing directions) and remitted in

accordance with wiring instructions provided by the Owner to pay for assets

purchased against delivery of such assets, to pay for



{PAGE}



proper expenses of the Owner or to be deposited into one of the other Accounts.

If requested by the Owner, the Custodian shall invest funds on deposit in the

Accounts in accordance with investment directions provided by the Owner to the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC