TCW Direct Lending VIII LLC Sample Contracts

TCW DIRECT LENDING VIII LLC, as Borrower REVOLVING CREDIT AGREEMENT PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PNC CAPITAL MARKETS LLC, as Structuring Agent and The Conduit Lenders, Committed Lenders, and Funding Agents from time to time...
Revolving Credit Agreement • March 14th, 2022 • TCW Direct Lending VIII LLC • New York

This REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of March 8, 2022 by and among TCW DIRECT LENDING VIII LLC, a Delaware limited liability company (“Borrower”), PNC BANK, NATIONAL ASSOCIATION, (in its individual capacity, “PNC”), as administrative agent for the Lenders (together with any successor appointed pursuant to Section 12 below, the “Administrative Agent”), and the Committed Lenders, Conduit Lenders, Funding Agents and other Borrower Parties from time to time party hereto (each capitalized term not defined is defined below).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TCW DIRECT LENDING VIII LLC (A Delaware Limited Liability Company) Dated as of January 21, 2022
Limited Liability Company Agreement • April 28th, 2022 • TCW Direct Lending VIII LLC • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending VIII LLC (the “Company”), dated as of January 21, 2022, 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”).

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ADMINISTRATION AGREEMENT
Administration Agreement • April 28th, 2022 • TCW Direct Lending VIII LLC • New York

This Administration Agreement (“Agreement”) is made as of January 21, 2022 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”).

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TCW DIRECT LENDING VIII LLC INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • April 28th, 2022 • TCW Direct Lending VIII LLC • New York

THIS AGREEMENT (this “Agreement”) is made as of January 21, 2022 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”).

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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CREDIT AND SECURITY AGREEMENT among TCW DL VIII FINANCING LLC, as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, PNC BANK, NATIONAL ASSOCIATION, as Facility Agent U.S. BANK NATIONAL ASSOCIATION, as Custodian and ALTER DOMUS (US) LLC, as...
Credit and Security Agreement • September 19th, 2022 • TCW Direct Lending VIII LLC • New York

This CREDIT AND SECURITY AGREEMENT, dated as of September 13, 2022, by and among TCW DL VIII FINANCING LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); the LENDERS from time to time party hereto; PNC BANK, NATIONAL ASSOCIATION (“PNC”), as facility agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Facility Agent”); ALTER DOMUS (US) LLC, as Collateral Agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Collateral Agent”) and as collateral administrator (in such capacity, together with its successors and assigns, the “Collateral Administrator”); and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as custodian (in such capacity, together with its successors and assigns, the “Custodian”).

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AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 8th, 2023 • TCW Direct Lending VIII LLC

as of August 11, 2023 (this “Amendment”), is entered into in connection with that certain Credit and Security Agreement, dated as of September 13, 2022 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), by and among TCW DL VIII FINANCING LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); the LENDERS from time to time party thereto (the “Lenders”); PNC BANK, NATIONAL ASSOCIATION, as facility agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Facility Agent”); U.S. BANK NATIONAL ASSOCIATION, as custodian, and ALTER DOMUS (US) LLC, as collateral agent for the Secured Parties and as collateral administrator. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

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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.

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Amendment No. 1 To Amended and Restated Limited Liability Company Agreement Of TCW Direct Lending VIII LLC
Limited Liability Company Agreement • May 26th, 2022 • TCW Direct Lending VIII LLC • Delaware

This Amendment No. 1 to Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Amendment”) of TCW Direct Lending VIII LLC, a Delaware limited liability company (the “Company”) is made and entered into as of May 24, 2022 by TCW Asset Management Company LLC, a Delaware limited liability company.

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LICENSE AGREEMENT
License 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”).

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TCW DIRECT LENDING VIII LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 25th, 2021 • TCW Direct Lending VIII LLC • Delaware
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Amendment No. 2 To Amended and Restated Limited Liability Company Agreement Of TCW Direct Lending VIII LLC
Limited Liability Company Agreement • March 27th, 2024 • TCW Direct Lending VIII LLC • Delaware

This Amendment No. 2 to Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Amendment”) of TCW Direct Lending VIII LLC, a Delaware limited liability company (the “Company”) is made and entered into as of January 6, 2023.

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Amendment No. 3 To Amended and Restated Limited Liability Company Agreement Of TCW Direct Lending VIII LLC
Limited Liability Company Agreement • August 3rd, 2023 • TCW Direct Lending VIII LLC • Delaware

This Amendment No. 3 to Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Amendment”) of TCW Direct Lending VIII LLC, a Delaware limited liability company (the “Company”) is made and entered into as of July 26, 2023.

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Advisory Agreement TCW DIRECT LENDING VIII LLC INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
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”).

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AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 27th, 2024 • TCW Direct Lending VIII LLC • New York

Replacement Setting. 108112 Section 12.02 Notices, Etc. 114119 Section 12.03 Taxes. 116121 Section 12.04 Costs and Expenses; Indemnification. 119125 Section 12.05 Execution in Counterparts. 120126 Section 12.06 Assignability; Participation; Register. 120126 Section 12.07 Governing Law 123129 Section 12.08 Severability of Provisions. 123129 Section 12.09 Confidentiality. 123129 Section 12.10 Entire Agreement. 124130

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Amendment No. 4 To Amended and Restated Limited Liability Company Agreement Of TCW Direct Lending VIII LLC
Limited Liability Company Agreement • February 22nd, 2024 • TCW Direct Lending VIII LLC • Delaware

This Amendment No. 4 to Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Amendment”) of TCW Direct Lending VIII LLC, a Delaware limited liability company (the “Company”) is made and entered into as of February 16, 2024.

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