AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TCW DIRECT LENDING VIII LLC (A Delaware Limited Liability Company) Dated as of _______________, 2021Limited Liability Company Agreement • July 21st, 2021 • TCW Direct Lending VIII LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending VIII LLC (the “Company”), dated as of _______________, 2021, by and among TCW Asset Management Company LLC, a limited liability company formed under the laws of the State of Delaware (“TCW”) and 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”).
ADMINISTRATION AGREEMENTAdministration Agreement • July 21st, 2021 • TCW Direct Lending VIII LLC • New York
This Administration Agreement (“Agreement”) is made as of [ ], 2021 by and between TCW DIRECT LENDING VIII LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2021 • TCW Direct Lending VIII LLC • Delaware
This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between TCW Direct Lending VIII LLC, a Delaware limited liability company (the “Company”), and the director of the Company whose name is set forth on the signature page (the “Director”).
CUSTODIAL AGREEMENT dated as of _________, 2021 by and between TCW DIRECT LENDING VIII LLC (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Custodial Agreement • July 21st, 2021 • TCW Direct Lending VIII LLC • New York
THIS CUSTODIAL AGREEMENT (this “Agreement”) is dated as of ________, 2021 and is by and between TCW Direct Lending VIII LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Company”), and U.S. BANK NATIONAL ASSOCIATION (in its capacity as custodian under this Agreement, or any successor or permitted assign acting in such capacity, the “Custodian”) a national banking association.
LICENSE AGREEMENTLicense Agreement • July 21st, 2021 • TCW Direct Lending VIII LLC • Delaware
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ,2021] (the “Effective Date”) by and between The TCW Group, Inc. (the “Licensor”) and TCW Direct Lending VIII LLC (the “Licensee”) (each a “Party,” and collectively, the “Parties”).
Advisory Agreement TCW DIRECT LENDING VIII LLC INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTInvestment Advisory Agreement • July 21st, 2021 • TCW Direct Lending VIII LLC • New York
THIS AGREEMENT (this “Agreement”) is made as of _________________, 2021 by and between TCW DIRECT LENDING VIII LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Adviser”).
