0001193125-22-124362 Sample Contracts

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”).

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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