Common use of Release from Commitments Clause in Contracts

Release from Commitments. If the SEC issues an order granting the exemptive relief necessary for TCW Direct Lending LLC (the “Prior Fund”) to implement the Spin-Off contemplated in Section 10.5 of the Second Amended and Restated Limited Liability Company Agreement of the Prior Fund, as it may be further amended and restated from time to time (the “Prior Fund LLC Agreement”), then during the period between the Initial Closing Date and the end of the Closing Period (the “Roll-over Period”), (a) any holder of limited liability company units of the Prior Fund (“Prior Fund Units”) that enters into a Subscription Agreement for the purchase of Common Units (a “Participating Prior Fund Investor”) and that exchanges one or more Prior Fund Units for shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) pursuant to Section 10.5 of the Prior Fund LLC Agreement and (b) any other Common Unitholder (a “Participating Other Investor”) that purchases shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) may, at the election of such Participating Prior Fund Investor or Participating Other Investor and prior to the expiration of the Roll-over Period, seek to be relieved of all or part of such Common Unitholder’s Commitment to the extent set forth below by requesting that the Company repurchase one or more of the Common Units subscribed for by such Participating Prior Fund Investor or Participating Other Investor (such Common Units, “Roll-over Units”), at an aggregate purchase price equal to (a) the Aggregate Contributions with respect to such Common Unitholder in respect of such Roll-over Units, reduced by (b) any distributions that represent return of capital or recouped principal amount of Portfolio Investments; provided, that the aggregate Undrawn Commitment attributable to Roll-over Units that may be repurchased by the Company from any Participating Prior Fund Investor or Participating Other Investor pursuant to this 6.1.7 will not exceed (x) in the case of a Participating Prior Fund Investor, the net asset value of the Prior Fund Units exchanged by such Participating Prior Fund Investor for shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement) pursuant to Section 10.5 of the Prior Fund LLC Agreement, determined as of the date on which such Prior Fund Units were so exchanged or (y) in the case of a Participating Other Investor, the aggregate price at which such Participating Other Investor purchased shares of common stock in the Permanent Capital Fund (as such term is defined in the Prior Fund LLC Agreement); provided, further, that the aggregate Undrawn Commitment attributable to Roll-over Units that may be repurchased by the Company pursuant to this 6.1.7 will not exceed 20% of the total Commitments of all Unitholders as of the Initial Closing Date, allocated pro rata to each investor based on the number of Roll-over Units that the Company is requested to repurchase from such investor pursuant to this paragraph. The Board may, in its sole discretion, cause the Company to (i) cancel on the Company’s books and records any Roll-over Units repurchased by the Company pursuant to the preceding paragraph or (ii) sell any Roll-over Units repurchased by the Company pursuant to the preceding paragraph to another eligible investor, on any date during the Roll-over Period (such date, the “Back-fill Date”), at a price equal to the Original Issuance Price of such Roll-over Unit, and such investor will be required to contribute an amount as though such investor were purchasing newly issued Common Units as a Later-Closing Investor participating in a closing on the Back-fill Date under 3.3.1.