Common use of Series Clause in Contracts

Series. (a) Each of Series I and Series II has previously been formed as a registered series of limited liability company interests in the Company within the meaning of Section 18-218 of the Act. The terms of each Series shall be as set forth in this Agreement and in a separate “Series Agreement” of such Series (each, a “Series Agreement”), as set forth in Exhibit A attached hereto with respect to Series I and as set forth in Exhibit B attached hereto with respect to Series II and, with respect to any other Series, substantially in the form of Exhibit C attached hereto, but with such changes therein and/or amendments thereto, as the applicable Series Board with respect to the applicable Series in its sole discretion and without the consent of any Member or any other Person, may determine from time to time. Each Series Agreement may be amended in accordance with its terms. The terms and provisions of a Series Agreement may have the effect of altering, supplementing or amending the terms and provisions hereof with respect to the related Series. To the extent that any of the terms or provisions of a Series Agreement conflict with any of the terms or provisions of this Agreement, the terms or provisions of such Series Agreement shall control with respect to the applicable Series and the Members associated with such Series. (b) The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets of such Series only and not against the assets of the Company generally or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall be enforceable against the assets of such Series. Notwithstanding the foregoing, a Series may agree to be liable, including jointly and severally liable, for the obligations of one or more other Series. It is the intent of the parties hereto that the Company shall not acquire assets or incur liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect to the Company generally. In furtherance of the foregoing, the Series II Board may allocate any assets, debts, liabilities, expenses or other obligations of the Company acquired or incurred by the Company generally among each Series in such percentages and proportions as the Series II Board may determine in its sole discretion. (c) The records maintained for each Series shall account for the assets associated with such Series separately from the other assets of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. (d) Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such Series separately from the other assets of the Company or any other Series. (e) The Series I Controlling Shareholder indirectly holds an interest in Series II through the Cayman Blocker, which in turn directly holds an interest in, and has been admitted on the date hereof to the Company as a member of the Company associated with, Series II. When any Shares of Series I are issued, the Series I Controlling Shareholder agrees that it will contemporaneously cause the Cayman Blocker to acquire the corresponding Class of Shares in Series II in an amount equal to the number of such Shares of Series I being issued. For the avoidance of doubt, the Company generally will have no ability to direct the activities, business or management of any Series, nor will the Company generally have any right to create any policies on behalf of any Series.

Series. (a) Each of Series I and Series II has previously been formed as a registered series of limited liability company interests in the Company within the meaning of Section 18-218 of the Act. The terms of each Series Shares shall be as set forth issued in one or more Series having separate rights, powers or duties with respect to specified property or obligations or profits and losses associated with specified property or obligations and, to the extent provided in this Agreement and in a Separate Series Agreement (as hereinafter defined), having a separate “Series Agreement” business purpose or investment objective. A Shareholder may be a member of such Series (eachone or more Series. Unless otherwise required by the 1940 Act, a “Series Agreement”)the Board of Directors may, as set forth in Exhibit A attached hereto with respect to Series I and as set forth in Exhibit B attached hereto with respect to Series II and, with respect to any other Series, substantially in the form of Exhibit C attached hereto, but with such changes therein and/or amendments thereto, as the applicable Series Board with respect to the applicable Series in its sole discretion and discretion, establish a Series without consulting the consent of any Member Shareholders or any other Person, may determine from time to time. Each Series Agreement may be amended in accordance with its terms. The terms and provisions of a Series Agreement may have the effect of altering, supplementing or amending the terms and provisions hereof with respect to the related Series. To the extent that any of the terms or provisions of a Series Agreement conflict with any of the terms or provisions of this Agreement, the terms or provisions of such Series Agreement shall control with respect to the applicable Series and the Members associated with such Seriesperson. (b) Expenses specific to a Series shall be allocated entirely to such Series. Expenses of the Company not attributable to any particular Series shall be allocated among the Series on an equitable basis approved by the Board of Directors (such as on the basis of relative net asset values of the Series). (c) The debts, liabilities, liabilities and obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only only, and not against the assets of the Company generally or any other SeriesSeries thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall be enforceable against the assets of such Series. Notwithstanding the foregoing, a Series may agree to be liable, including jointly and severally liable, for the obligations of one or more other Series. It is the intent of the parties hereto that the The Company shall not acquire identify on its books and records the assets or incur and liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect attributable to the Company generally. In furtherance of the foregoing, the Series II Board may allocate any assets, debts, liabilities, expenses or other obligations of the Company acquired or incurred by the Company generally among each Series in such percentages and proportions as the Series II Board may determine in its sole discretion. (c) The records maintained for each Series shall account for the assets associated accordance with such Series separately from the other assets section 18-215 of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwiseDelaware Act. (d) Records maintained for The terms of each Series shall be as set forth in this Agreement (as the same may be amended from time to time) and a separate agreement (a “Separate Series Agreement”), substantially in the form of Appendix B attached hereto, shall be executed by the Shareholders participating in the related Series. To the extent that reasonably identify its assetsa Separate Series Agreement conflicts with this Agreement, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such Series separately from the other assets of the Company or any other Seriesthis Agreement shall control. (e) The Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series I Controlling Shareholder indirectly holds an interest in Series II through of Shares, then the Cayman BlockerBoard of Directors, which in turn directly holds an interest inwithout the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and has been admitted on the date hereof to the Company as a member Certificate of Formation of the Company associated withCompany, Series II. When any Shares of Series I are issued, as it deems necessary to reflect the Series I Controlling Shareholder agrees that it will contemporaneously cause the Cayman Blocker to acquire the corresponding Class of Shares in Series II in an amount equal to the number issuance of such additional Shares or the establishment of Series I being issued. For the avoidance of doubt, the Company generally will have no ability to direct the activities, business or management of any Series, nor will the Company generally have any right to create any policies on behalf of any such Series.

Series. (a) Each Notwithstanding any provision of Series I this Agreement to the contrary, at any time and Series II from time to time, the Sole Member, in its sole and absolute discretion, has previously been formed as a the power and authority, and is duly authorized by the parties hereto, to amend and/or restate this Agreement, in part or in its entirety, and take any other action it deems advisable, including action by written consent, to cause the creation and establishment of protected series of limited liability company interests or assets or registered series of limited liability company interests or assets (each, a “Series”) in or of the Company within the meaning of Section 18-215(b) and Section 18-218 of the Act, as applicable. As of the date hereof, the Series set forth on Schedule A-2 attached hereto have been established and formed as registered series of the Company. The terms of each Series shall be as set forth in this Agreement and in a separate “Series Agreement” agreement of such Series (each, a “Series Agreement”), as set forth ) substantially in the form of Exhibit A attached hereto with respect to Series I and as set forth in Exhibit B attached hereto with respect to Series II and, with respect to any other each Series, substantially in the form of Exhibit C attached heretoincorporated herein by reference, but with such any changes therein and/or amendments thereto, as that the applicable Series Board with respect to the applicable Series Sole Member may determine in its sole discretion and without discretion. For all purposes of the consent Act, this Agreement together with each Series Agreement constitutes the “limited liability company agreement” of any Member or any other Person, may determine from time to timethe Company within the meaning of the Act. Each Series Agreement may shall be amended executed by the Sole Member and, if applicable, any Member associated with such Series. Except as expressly provided otherwise in accordance with its terms. The this Agreement, (i) the terms and provisions of a Series Agreement may have the effect of altering, supplementing or and amending the terms and provisions hereof with respect hereof, and (ii) to the related Series. To the extent that any of the terms or provisions of a Series Agreement conflict with any of the terms or provisions of this AgreementAgreement as applied to the relevant Series, the terms or provisions of such Series Agreement shall control with respect to the applicable Series and the Members associated with such Series. (b) No debt, liability, obligation or expense of a Series shall be a debt, liability, obligation or expense of any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets of such Series only and not against the any other assets of the Company generally or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall be enforceable against the assets of such Series. Notwithstanding the foregoing, a Series may agree to be liable, including jointly and severally liable, for the obligations of one or more other Series. It is the intent of the parties hereto that the Company shall not acquire assets or incur liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect to the Company generally. In furtherance of the foregoing, the Series II Board may allocate any assets, debts, liabilities, expenses or other obligations of the Company acquired or incurred by the Company generally among each Series in such percentages and proportions as the Series II Board may determine in its sole discretion. (c) The records maintained for each Series shall account for the assets associated with such Series separately from the other assets of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. (d) . Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such Series separately from the other assets of the Company or any other Series. The Sole Member, the Board and the Company shall not commingle the assets of one Series with the assets of any other Series or the assets, if any, of the Company, generally. The Sole Member may allocate assets, debts, liabilities, expenses or other obligations of the Company generally among the Series in such percentages and proportions as the Sole Member may determine. (ec) The Sole Member may cause the Company and any Series I Controlling Shareholder indirectly holds to issue Interests (but any person or entity other than any Class V Member who receives an interest in Interest shall not be admitted as a Member of the Company or be associated with any Series II through the Cayman Blocker, which in turn directly holds an interest inas a Member) and allocate any property to Series, and has been admitted on the date hereof Sole Member is hereby authorized to take any further actions or amendments to this Agreement as may be necessary to effect the establishment and formation of additional Series and the issuance of any Interests, all without any further approval or consent of any person or entity. Any person or entity issued Interests shall be bound by the terms of this Agreement upon its execution of an instrument signifying its agreement to be bound by the terms of this Agreement which instrument may be a subscription agreement for Interests or a Series Agreement. If a new Series is formed, property is contributed to the Company as or a member of the Company associated withSeries, Series II. When any Shares of Series I or Interests are issued, the Series I Controlling Shareholder agrees that it will contemporaneously cause Sole Member shall update the Cayman Blocker to acquire the corresponding Class books and records of Shares in Series II in an amount equal to the number of such Shares of Series I being issued. For the avoidance of doubt, the Company generally will have no ability to direct and the activities, business or management of any Series, nor will the Company generally have any right to create any policies on behalf of any SeriesSeries accordingly.

Series. (a) Each of Series I and Series II has previously been formed as a registered series of limited liability company interests in the Company within the meaning of Section 18-218 of the Act. The terms of each Series Shares shall be as set forth issued in one or more Series having separate rights, powers or duties with respect to specified property or obligations or profits and losses associated with specified property or obligations and, to the extent provided in this Agreement and in a Separate Series Agreement (as hereinafter defined), having a separate “Series Agreement” business purpose or investment objective. A Shareholder may be a member of such Series (eachone or more Series. Unless otherwise required by the 1940 Act, a “Series Agreement”)the Board of Directors may, as set forth in Exhibit A attached hereto with respect to Series I and as set forth in Exhibit B attached hereto with respect to Series II and, with respect to any other Series, substantially in the form of Exhibit C attached hereto, but with such changes therein and/or amendments thereto, as the applicable Series Board with respect to the applicable Series in its sole discretion and discretion, establish a Series without consulting the consent of any Member Shareholders or any other Person, may determine from time to time. Each Series Agreement may be amended in accordance with its terms. The terms and provisions of a Series Agreement may have the effect of altering, supplementing or amending the terms and provisions hereof with respect to the related Series. To the extent that any of the terms or provisions of a Series Agreement conflict with any of the terms or provisions of this Agreement, the terms or provisions of such Series Agreement shall control with respect to the applicable Series and the Members associated with such Seriesperson. (b) Expenses specific to a Series shall be allocated entirely to such Series. Expenses of the Company not attributable to any particular Series shall be allocated among the Series on an equitable basis approved by the Board of Directors (such as on the basis of relative net asset values of the Series). (c) The debts, liabilities, liabilities and obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only only, and not against the assets of the Company generally or any other SeriesSeries thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall be enforceable against the assets of such Series. Notwithstanding the foregoing, a Series may agree to be liable, including jointly and severally liable, for the obligations of one or more other Series. It is the intent of the parties hereto that the The Company shall not acquire identify on its books and records the assets or incur and liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect attributable to the Company generally. In furtherance of the foregoing, the Series II Board may allocate any assets, debts, liabilities, expenses or other obligations of the Company acquired or incurred by the Company generally among each Series in such percentages and proportions as the Series II Board may determine in its sole discretion. (c) The records maintained for each Series shall account for the assets associated accordance with such Series separately from the other assets section 18-215 of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwiseDelaware Act. (d) Records maintained for The terms of each Series shall be as set forth in this Agreement (as the same may be amended from time to time) and a separate agreement (a "Separate Series Agreement"), substantially in the form of Appendix B attached hereto, shall be executed by the Shareholders participating in the related Series. To the extent that reasonably identify its assetsa Separate Series Agreement conflicts with this Agreement, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such Series separately from the other assets of the Company or any other Seriesthis Agreement shall control. (e) The Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series I Controlling Shareholder indirectly holds an interest in Series II through of Shares, then the Cayman BlockerBoard of Directors, which in turn directly holds an interest inwithout the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and has been admitted on the date hereof to the Company as a member Certificate of Formation of the Company associated withCompany, Series II. When any Shares of Series I are issued, as it deems necessary to reflect the Series I Controlling Shareholder agrees that it will contemporaneously cause the Cayman Blocker to acquire the corresponding Class of Shares in Series II in an amount equal to the number issuance of such additional Shares or the establishment of Series I being issued. For the avoidance of doubt, the Company generally will have no ability to direct the activities, business or management of any Series, nor will the Company generally have any right to create any policies on behalf of any such Series.

Series. (a) Immediately upon the acquisition thereof by the Company, Company Assets will be allocated to, and identified only with, one or more specified series under this Agreement (each such series, a "Series", and the assets allocated to each such Series, "Series Assets"). Each of Series I and Series II has previously been formed as will be a registered separate series of limited liability company interests in the Company within the meaning of pursuant to Section 18-218 215(a) of the Act. The terms of One or more separate Series will be established with respect to the Receivables and related property that the Company assigns to each Series shall be as set forth in this Agreement Trust pursuant to the related Transfer and in a separate “Series Agreement” of such Series Servicing Agreements (each, a “"Specified Series"). All Company Assets not allocated to a Specified Series, including any Securities held by the Company, will be allocated to the General Series Agreement”), as set forth in Exhibit A attached hereto with respect unless otherwise directed by the Board of Managers. The Board of Managers will cause the Company to account for and record separately all Series I Assets and as set forth in Exhibit B attached hereto with respect the proceeds thereof allocated to any Series II and, with respect from the Series Assets and the proceeds thereof allocated to any other Series, substantially in . The Board of Managers will cause the form of Exhibit C attached hereto, but with such changes therein and/or amendments thereto, as Company to maintain separate and distinct records for the applicable Series Board with respect Assets related to each Series and to hold and account for the Series Assets related to each Series separately from the Series Assets related to any other Series. Except to the applicable Series extent required by law or specified in its sole discretion and without the consent of any Member or any other Person, may determine from time to time. Each Series Agreement may be amended in accordance with its terms. The terms and provisions of a Series Agreement may have the effect of altering, supplementing or amending the terms and provisions hereof with respect to the related Series. To the extent that any of the terms or provisions of a Series Agreement conflict with any of the terms or provisions of this Agreement, the terms or provisions of such Series Agreement shall control with respect to the applicable Series and the Members associated with such Series. (b) The debts, liabilities, obligations liabilities and expenses incurred, contracted for or otherwise existing with respect to a any Series shall will be enforceable against the assets of such related Series only Assets, and not against the assets of the Company generally General Series or any other Specified Series, and and, except to the extent required by law or specified in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall will be enforceable against the assets of such Series. Notwithstanding the foregoing, a any Specified Series may agree to be liable, including jointly and severally liable, for the obligations of one or more other Series. It is the intent of the parties hereto that the Company shall not acquire assets or incur liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect to the Company generally. In furtherance of the foregoing, the Series II Board may allocate any assets, debts, liabilities, expenses or other obligations of the Company acquired or incurred by the Company generally among each Series in such percentages and proportions as the Series II Board may determine in its sole discretionAssets. (cb) The records maintained for each Series shall account for the assets associated with such Series separately from the Every Security, contract and other assets of the Company, undertaking issued by or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. (d) Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such Series separately from the other assets of the Company or any other Series. (e) The Series I Controlling Shareholder indirectly holds an interest in Series II through the Cayman Blocker, which in turn directly holds an interest in, and has been admitted on the date hereof to the Company as a member of the Company associated with, Series II. When any Shares of Series I are issued, the Series I Controlling Shareholder agrees that it will contemporaneously cause the Cayman Blocker to acquire the corresponding Class of Shares in Series II in an amount equal to the number of such Shares of Series I being issued. For the avoidance of doubt, the Company generally will have no ability to direct the activities, business or management of any Series, nor will the Company generally have any right to create any policies on behalf of any Series will include a recitation limiting the obligation represented thereby to the related Series and the related Series Assets. Any such Security, contract or undertaking, whether secured or unsecured, will also include an acknowledgment and agreement by the holder thereof to the effect that any claim that such holder may have at any time against any Company Assets that are allocated to an unrelated Series, and any claim that such holder may have at any time against the Company that such holder may seek to enforce against any Company Assets that are allocated to an unrelated Series, will, if the Company becomes subject to an Insolvency Event, be subordinate to the payment in full, including post-petition interest, of the claims of the holders of any Securities that are related to such unrelated Series and the holders of any other Securities, contracts or other obligations that are related to such unrelated Series.

Series. (a) Each of Series I and Series II has previously been formed as a registered series of limited liability company interests in and assets of the Company within the meaning of Section 18-218 of the Act. The terms of each Series II shall be as set forth in this Agreement and in a separate “the Series Agreement” of such Series (each, a “Series Agreement”), II Agreement as set forth in Exhibit A previously executed and attached hereto with respect to Series as Exhibit I and as set forth in Exhibit B attached hereto with respect to Series II and, with respect to any other Series, substantially in the form of Exhibit C attached heretoincorporated herein by reference, but with such any changes therein and/or amendments thereto, as that the applicable Series Board with respect to the applicable Series of Directors may determine in its sole discretion and without the consent of any Member or any other Person. Except as expressly provided otherwise in this Agreement, may determine from time to time. Each Series Agreement may be amended in accordance with its terms. The (i) the terms and provisions of a the Series II Agreement may have the effect of altering, supplementing or and amending the terms and provisions hereof with respect to the related Series. To Series II, and (ii) to the extent that any of the terms or provisions of a the Series II Agreement conflict with any of the terms or provisions of this AgreementAgreement as applied to Series II, the terms or provisions of such the Series II Agreement shall control with respect to the applicable Series and the Members associated with such SeriesII. (b) The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets of such Series only and not against the assets of the Company generally or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall be enforceable against the assets of such Series. Notwithstanding the foregoing, a Series may agree to be liable, including jointly and severally liable, for the obligations of one or more other Series. It is the intent of the parties hereto that the Company shall not acquire assets or incur liabilities or other obligations unless they are acquired or incurred on behalf of a Series and not with respect to the Company generally. In furtherance of the foregoing, the Series II Board may allocate any assets, debts, liabilities, expenses or other obligations of the Company acquired or incurred by the Company generally among each Series in such percentages and proportions as the Series II Board may determine in its sole discretion. (c) The records maintained for each a Series shall account for the assets associated with such Series separately from the other assets of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. (d) . Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such Series separately from the other assets of the Company or any other Series. The Board of Directors and the Company shall not commingle the assets of one Series with the assets of any other Series or the assets, if any, of the Company, generally. The Board of Directors may allocate assets, debts, liabilities, expenses or other obligations of the Company generally among the Series in such percentages and proportions as the Board of Directors may determine. (ec) The Series I Controlling Shareholder indirectly holds an interest in Series II through the Cayman Blocker, which in turn directly holds an interest in, and has been admitted on the date hereof to Board of Directors may cause the Company and any Series to allocate any property to any Series. A Person may be admitted as a member Member associated with such Series in accordance with Section 7.8 or Section 10.4, as applicable. A Person may be admitted as a Member associated with one or more than one Series. (d) The Certificate shall contain a notice of the Company associated with, Series II. When any Shares limitation of Series I are issued, liabilities of the Series I Controlling Shareholder agrees that it will contemporaneously cause in conformity with Section 18-215 of the Cayman Blocker to acquire Act and/or Section 18-218 of the corresponding Class of Shares in Series II in an amount equal to the number of such Shares of Series I being issued. For the avoidance of doubt, the Company generally will have no ability to direct the activities, business or management of any Series, nor will the Company generally have any right to create any policies on behalf of any SeriesAct.