Common use of Liabilities Associated with Series Clause in Contracts

Liabilities Associated with Series. (i) The liabilities associated with or allocated to a particular Series or Series Property thereof shall include all liabilities and obligations of the Company relating to any Series Property of such Series (“Series Liabilities”). All Series Liabilities shall be enforceable against the Series Property of that Series only and not against the assets of the Company generally or the assets associated with any other Series. The Members have caused notice of this limitation on inter-Series liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18-215(b) of the Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-207 of the Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Any liabilities or obligations of the Company that are primarily related to the Series Property of a particular Series shall be deemed to be wholly related to such Series. To the extent that any liabilities or obligations of the Company are not primarily related to the Series Property of a particular Series, such liabilities shall be deemed for all purposes to be partially attributable to each Series in proportion to the then-current Fair Market Value of the Series Property of such Series relative to the then-current Fair Market Value of the Series Property of all Series. (ii) Notwithstanding any other provision of this Agreement, no distribution on or in respect of Series Interests in a particular Series, including, for the avoidance of doubt, any distribution made to a Member in connection with any withdrawal from such Member’s Series Capital Account in such Series permitted or required under the provisions of this Agreement and any distribution made in connection with the winding up of such Series, shall be effected by the Company other than from the assets associated with that Series, nor shall any holder or former holder of Series Interests otherwise have any right or claim against the assets associated with any other Series (except to the extent that such holder or former holder has such a right or claim hereunder as a holder or former holder of such other Series or in another capacity).

Liabilities Associated with Series. (ia) The liabilities associated with or allocated to a particular Series or Series Property thereof shall include all liabilities and obligations of the Company relating to any Series Property of such Series (“Series Liabilities”). All Series Liabilities shall be enforceable against the Series Property of that Series only and not against the assets of the Company generally or the assets associated with any other Series. The Members have caused notice of this limitation on inter-Series liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18-215(b) of the Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-207 of the Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Any liabilities or obligations of the Company that are primarily related to the Series Property of a particular Series shall be deemed to be wholly related to such Series. To the extent that any liabilities or obligations of the Company are not primarily related to the Series Property of a particular Series, such liabilities shall be deemed for all purposes to be partially attributable to each Series in proportion to the then-current Fair Market Value of the Series Property of such Series relative to the then-current Fair Market Value of the Series Property of all Series. Notwithstanding anything contained herein to the contrary, the liabilities and obligations of the Company under that certain Guaranty dated as of July 11, 2006 between the Company and Greenwich Capital Financial Products, Inc. shall be joint and several liabilities and obligations of each Series. (iib) Notwithstanding any other provision of this Agreement, no distribution on or in respect of Series Interests in a particular Series, including, for the avoidance of doubt, any distribution made to a Member in connection with any withdrawal from such Member’s Series Capital Account in such Series permitted or required under the provisions of this Agreement and any distribution made in connection with the winding up of such Series, shall be effected by the Company other than from the assets associated with that Series, nor shall any holder Member or former holder Member of a Series Interests otherwise have any right or claim against the assets associated with any other Series (except to the extent that such holder Member or former holder Member has such a right or claim hereunder as a holder Member or former holder Member of such other Series or in another capacitya capacity other than as a Member or former Member).