Common use of Holder’s Liability Limited to Related Series Interest Clause in Contracts

Holder’s Liability Limited to Related Series Interest. Except to the extent required by law or specified in this Agreement or in the related Series Supplement, Series Assets with respect to a particular Series shall not be subject to Liabilities arising from or with respect to the Company generally, the Member, the Administrator, the Titling Company Registrar, or any Other Series. Except to the extent required by law or specified in this Agreement, no creditor or holder of a claim relating to assets allocated to and associated with any Series shall be entitled to maintain any action against or recover any assets allocated to and associated with any Other Series. Notice of the limitation on inter-series liabilities set forth in Section 2.1(d) shall be set forth in the certificate of formation of the Company as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act. The statutory provisions of Section 18-215 of the Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-215 of setting forth such notice in the certificate of formation) shall be applicable to the Company and each Series. To the extent that a Liability shall be incurred or suffered with respect to, or is attributable to, any Titling Company Assets (the “Affected Assets”) allocated to and associated with one or more Series, each such Series shall, from and to the extent of monies from time to time on deposit in the related collection accounts, bear in full such Liability pro rata in the ratio of the aggregate Cash Value of the Affected Assets in all such Series and, in accordance with Section 18-215 of the Act, all Other Series shall bear none of such Liability; provided, however, that to the extent any such Liability is suffered with respect to all Titling Company Assets generally, each Series shall, from and to the extent of monies on deposit in the related Collection Accounts, bear such Liability in proportion to the ratio of the aggregate Cash Value of the Titling Company Assets in such Series to the aggregate Cash Value of all Titling Company Assets. In each case in which more than one Series is to bear any such Liability, the Administrator shall transfer periodically from each related collection account to the other applicable account the share of such Liability borne by each such Series.