Special Regulatory Matters. (a) No Controlled JVCo has engaged in any activity or conduct that has resulted or will result in a material breach of:
Special Regulatory Matters. (r) Neither the Sellers nor a Target Company nor Cliffside Helium, LLC and/or Cliffside Refiners, LP, nor any of their directors, officers, employees or other persons for whom they could be liable nor any other person acting on their behalf has, within the three (3) years prior to the date hereof, engaged in any activity or conduct in relation to the Business that has resulted or will result in a material breach of:
Special Regulatory Matters. 39 14.1 ERISA Compliance 39 14.1.1 ERISA Plan Assets 39 14.1.2 Distributions in Kind to ERISA Members 39 14.1.3 Plan Assets Notice 39 14.2 ERISA Withdrawal 39 Confidential & Proprietary Subject to Completion 14.2.1 General 39 14.2.2 Cure Period 40 14.2.3 Withdrawal 41 14.2.4 Distributions to Withdrawing ERISA Member 41 14.3 Public Plan Members 42 14.4 Foundation Members 42 14.5 Bank Holding Company Member 43 14.5.1 Withdrawal 43 14.5.2 Right to Decline Distributions 43 14.6 Conforming Amendment 43 Signature Pages of Members Appendix I Definitions Appendix II Member Acknowledgements Schedule A Schedule of Directors Schedule B Schedule of Audit Committee Members Schedule C Schedule of Officers Exhibit 1 Advisory Agreement Confidential & Proprietary TCW DIRECT LENDING LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending LLC (the “Company”), dated as of [•], 2014, by and among those Persons who have entered into Subscription Agreements with the Company for the purchase of common limited liability company units (collectively, the “Common Units”) in the Company as members, or who are subsequently admitted to the Company as holders of Common Units (collectively, the “Common Unitholders”).
Special Regulatory Matters
