Common use of Series Clause in Contracts

Series. (a) Shares shall be 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 a Separate Series Agreement (as hereinafter defined), having a separate business purpose or investment objective. A Shareholder may be a member of one or more Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or any other person. (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 and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series 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. The Company shall identify on its books and records the assets and liabilities attributable to each Series in accordance with section 18-215 of the Delaware Act. (d) 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 a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series of Shares, then the Board of Directors, without the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such Series.

Series. (a) Shares The Trust shall be issued in maintain one or more Series having separate rightsin accordance with Section 3806 and the other applicable provisions of the Delaware Act. Each Series shall be identified by a name designated by the Regular Trustee. Separate and distinct records shall be maintained as provided herein for each Series. The Trust shall initially have Series One and Series Two. A Series Addendum for each of Series One and Series Two is attached hereto, powers which set forth the relative rights and preferences of each initial Series of the Trust. (b) The Regular Trustee may establish additional Series to the fullest extent permitted by Section 3806 and other applicable provisions of the Delaware Act and may combine or duties consolidate two or more Series, in each case, in its sole discretion. At the time of the establishment of an additional Series, the Regular Trustee shall adopt a Series Addendum for such Series, which Series Addendum shall be annexed hereto. Each Series Addendum shall identify the name of the Series, the Beneficial Owner of the Series, and such other information as the Regular Trustee may deem to be relevant. Upon the adoption by the Regular Trustee and annexation to this Agreement, each Series Addendum shall constitute a part of this Agreement. No Series Addendum shall be amended, supplemented or otherwise modified except as determined by the Regular Trustee in its sole discretion. (c) All Contributions received by the Trust in respect of the Interests of a particular Series and all assets otherwise allocated by the Regular Trustee to a specific Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form, shall be held and accounted for separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets held with respect to” that Series. The assets held with respect to specified property or obligations or profits a particular Series shall belong to that Series for all purposes, and losses associated with specified property or obligations andto no other Series, and shall be subject only to the extent rights of creditors of that Series, except as otherwise provided in this Agreement and a Separate Series Agreement (as hereinafter defined), having a separate business purpose Section 7(g) below or investment objective. A Shareholder may be a member of one in any side letter entered into by two or more Series. Unless otherwise required by In the 1940 Actevent that there are any assets, income, earnings, profits or funds, or payments or proceeds with respect thereto, which are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Board Regular Trustee shall allocate such General Assets to, between or among any one or more of Directors maythe Series in such manner and on such basis as the Regular Trustee, in its sole discretion, establish deems fair and equitable, and any General Asset so allocated to a particular Series without consulting shall be deemed held with respect to that Series. Each such allocation shall be conclusive and binding upon the Shareholders or any other personBeneficial Owners for all purposes. (bd) Expenses specific Except as otherwise provided in Section 7(g) below, the assets of the Trust held with respect to a particular Series shall be allocated entirely charged with the liabilities of the Trust associated with that Series and with all expenses, costs, charges and reserves attributable to such that Series. Expenses Any general liabilities, expenses, costs, charges or reserves of the Company Trust which are not readily identifiable as being associated with or attributable to any particular Series (“General Liabilities”) shall be allocated and charged by the Regular Trustee to, between or among any one or more of the Series in such manner and on an equitable such basis approved as the Regular Trustee deems fair and equitable. Each such allocation shall be conclusive and binding upon the Beneficial Owners for all purposes. Except as otherwise determined by the Board of Directors (such Regular Trustee or as on otherwise set forth in Section 7(g) below, the basis of relative net asset values of the Series). (c) The debts, liabilities liabilities, obligations and obligations 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 Series thereofor of the Trust generally, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company Trust generally or any other Series shall be enforceable against the assets of such Series. The Company shall identify Notice of this limitation on its books and records the assets and liabilities attributable to each Series in accordance with section 18-215 of the Delaware Act. (d) The terms liability 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 Certificate of Appendix B attached hereto, shall be executed by the Shareholders participating in the related Series. To the extent that a Separate Series Agreement conflicts with this Agreement, this Agreement shall controlTrust. (e) All references to Interests in this Agreement shall be deemed to be references to the Interests of any or all Series, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust, except as the context otherwise requires. (f) Notwithstanding any other provision contained in provisions of this Agreement, if no distribution or profit allocation (including, without limitation, any distribution made upon termination of the Board Trust or any Series) with respect to, nor any redemption or repurchase of, a Beneficial Owner’s Interest in any Series shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Beneficial Owner of Directors causes any particular Series otherwise have any right or claim against the Company assets held with respect to issue additional Sharesany other Series. (g) Notwithstanding anything set forth herein to the contrary, any Third Party Debt or establishes new any claims by an Indemnified Person shall be enforceable against the assets of all Series of Sharesthe Trust and the Trust generally. Any creditor holding any Third Party Debt or any Indemnified Person shall be permitted to enforce such Third Party Debt or indemnification claim, then as applicable, against the Board assets of Directors, without the act, vote or consent all Series of the Shareholders or any other person, shall make such revisions to this Agreement Trust and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such SeriesTrust generally.

Series. (a) Shares shall be 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 a Separate Series Agreement (as hereinafter defined), having a separate business purpose or investment objective. A Shareholder may be a member of one or more Series. Unless otherwise required by the 1940 Act, the The Board of Directors mayTrustees, in its sole discretion, establish a Series without consulting obtaining any prior authorization or vote of the Shareholders or any other person. (b) Expenses specific to a Series shall be allocated entirely to such Series. Expenses Member of the Company not attributable or of the Member of any series or class of Membership Interests, from time to any particular Series time may authorize the division of Membership Interests into two or more series, the number and relative rights, privileges and preferences of which shall be allocated among the Series on an equitable basis approved established and designated by the Board of Directors Trustees, in its discretion, upon and subject to the following provisions: (i) All Membership Interests shall be identical except that there may be such variations as shall be fixed and determined by the Board of Trustees between different series as to purchase price, right of redemption, and the price, terms and manner of redemption, and special and relative rights as to dividends and on the basis of relative net asset values of the Series)liquidation. (cii) The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series number of Membership Interests of each series that may be issued shall be enforceable against unlimited. The Board of Trustees may classify or reclassify any unissued Membership Interests or any Membership Interests previously issued and reacquired of any series into one or more series that may be established and designated from time to time. (iii) The power of the assets Board of such Series only, Trustees to invest and not against reinvest the assets of the Company generally allocated or belonging to any other Series thereofparticular series shall be governed by Section 6.1 of Article VI hereof unless otherwise provided in the instrument of the Board of Trustees establishing such series which is hereinafter described. (iv) Each Membership Interest of a series shall represent an interest in the net assets allocated or belonging to such series only, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect such interest shall not extend to the Company generally or any other Series shall be enforceable against the assets of such Seriesthe Company generally. The Company shall identify Dividends and distributions on its books and records the assets and liabilities attributable to each Series in accordance with section 18-215 Membership Interests of the Delaware Act. (d) The terms of each Series shall be as set forth in this Agreement (as the same a particular series 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 a Separate Series Agreement conflicts paid with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if such frequency as the Board of Directors causes the Company Trustees may determine, which may be monthly or otherwise, pursuant to issue additional Shares, a standing vote or establishes new Series of Shares, then votes adopted only once or with such frequency as the Board of DirectorsTrustees may determine, without to the actMember, vote or consent as the sole holder of Membership Interests of such series, from such of the Shareholders income and capital gains, accrued or any other personrealized, from the assets belonging to that series. All dividends and distributions on Membership Interests of a particular series shall make such revisions to this Agreement and be distributed pro rata to the Certificate Member, as the sole holder of Formation Membership Interests of that series, in proportion to the number of Membership Interests of that series held by the Member at the date and time of record established for the payment of such dividends or distributions. Membership Interests of any particular series of the Company may be redeemed solely out of the assets of the Company allocated or belonging to that series. Upon liquidation or termination of a series of the Company, the Member, as it deems necessary to reflect the issuance sole holder of such additional Shares or the establishment Membership Interests of such Series, shall be entitled to receive a pro rata share of the net assets of such series only. (v) Notwithstanding any provision hereof or in an instrument establishing and designating classes or series of Membership Interests to the contrary, on any matter submitted to a vote of the Member of the Company, all Membership Interests then entitled to vote shall be voted by individual series, except that (i) when required by the 1940 Act to be voted in the aggregate, Membership Interests shall not be voted by individual series, (ii) when the Board of Trustees has determined that the matter affects only the interests of the Member in its capacity as holder of one or more series, only the Member in its capacity as a holder of such series shall be entitled to vote thereon, and (iii) all series shall vote together on the election of Trustees. (vi) The establishment and designation of any series of Membership Interests shall be effective upon the execution by a majority of the Board of Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such series or as otherwise provided in such instrument.

Series. (a) Shares shall be 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 a Separate Series Agreement (as hereinafter defined), having a separate business purpose or investment objective. A Shareholder may be a member of one or more Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or any other person. (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 and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series 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. The Company shall identify on its books and records the assets and liabilities attributable to each Series in accordance with section 18-215 of the Delaware Act. (d) 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 a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series of Shares, then the Board of Directors, without the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such Series.

Series. (a) Shares The Partnership shall be issued authorized to establish a designated series of partnership interests in one or more Series having the Partnership in accordance with this Agreement and pursuant to Section 17-218 of the LP Act, which series of partnership interests shall have separate rights, powers or and duties with respect to specified property or obligations or and profits and losses associated with specified property or obligations obligations, and, to the extent provided in this Agreement and a or the Separate Series Agreement (as hereinafter defined)Agreement, having a separate business purpose or investment objective. A Shareholder may be a member of one or more objective (the “Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or any other person”). (b) Expenses specific In accordance with the provisions of this Section, the General Partner hereby establishes a single Series on the date hereof and simultaneously with the effectiveness of this Agreement (the “Series Date”). The Series established by the General Partner on the Series Date is hereby designated as Series A. The assets of the Partnership set forth on Schedule A to a the Separate Series Agreement, and all debts, liabilities, obligations and expenses incurred or assumed by the Partnership, in each case, prior to the Series Date, relating to such assets, shall be allocated entirely to such Seriesassociated with Series A and not the Partnership generally. Expenses The Series A General Partner and the Series A Limited Partner shall be admitted as general partner and a limited partner, respectively, of the Company Partnership solely associated with Series A (and not attributable to any particular associated with the Partnership generally), upon the execution by it or on its behalf of the Separate Series Agreement. Other than as set forth in this Section or the Separate Series Agreement, the Partnership’s assets shall be allocated among the Series on an equitable basis approved deemed owned by the Board of Directors (such as on Partnership generally. No Series A Partner shall have any rights or powers over the basis of relative net asset values Partnership generally or the assets of the Series)Partnership generally, or be considered a Partner under this Agreement or the Partnership generally, unless such Series A Partner is also a Partner associated with the Partnership generally, and then only to the extent of its interest in the Partnership generally. (c) The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect Pursuant to a particular Series shall be enforceable against the assets of such Series only, and not against the assets Section 17-218 of the Company generally or any other Series thereofLP Act, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to Series A shall be enforceable only against the Company assets of Series A, and not against the assets of the Partnership generally. Further, pursuant to Section 17-218 of the LP Act, none of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other Series shall be enforceable against the assets of such Series. The Company Series A. Notwithstanding any other provision of this Agreement, records shall identify on its books be maintained by the General Partner and records the Series A General Partner with respect to Series A that account for the assets and liabilities attributable to each associated with Series A separately from the assets of the Partnership generally, in accordance with section 18Section 17-215 218 of the Delaware LP Act. The General Partner, the Series A General Partner and the Partnership shall not commingle the assets of Series A with the assets of the Partnership, generally. The Certificate shall contain a notice of the limitation of liabilities of the Series in conformity with Section 17-218 of the LP Act. Upon termination of Series A, each Series A Partner shall look solely to the assets associated with Series A for the return of its Capital Contributions, if any, made to Series A, and if the assets of Series A remaining after satisfaction (whether by payment or reasonable provision for payment) of the debts, liabilities, expenses and obligations of Series A are insufficient to return such Capital Contributions, the Series A Partners shall have no recourse against the Partnership, the General Partner, the Series A General Partner or any other Partner. (d) The terms of each Non-Core Series shall be as set forth in this Agreement (as the same may be amended from time to time) and GP, LLC, a separate agreement (a “Separate Series Agreement”), substantially in the form of Appendix B attached heretoDelaware limited liability company, shall be executed by the Shareholders participating in general partner of the related Series. To Partnership associated with Series A, but shall not be a general partner of the extent that a Separate Series Agreement conflicts Partnership with this Agreement, this Agreement shall controlrespect to the Partnership generally. (e) Notwithstanding any other provision contained in Section 14.2 of this Agreement, the General Partner and the Series A General Partner may amend this Agreement to change the terms of Series A with the prior written consent of the Series A Partners that would be required if such amendment were made to the Board Separate Series Agreement; provided, however, that changes to the terms of Directors causes Series A (and amendments to this Agreement or the Company Separate Series Agreement to issue additional Sharesimplement such changes) may be made by the General Partner and the Series A General Partner, or establishes new Series of Shares, then the Board of Directorsin their sole discretion, without the actconsent of any other Partner or any other Person, vote or to the extent that the General Partner and the Series A General Partner determine that such changes to the terms of Series A do not materially and adversely affect the Series A Limited Partner without the written consent of the Shareholders or any other person, shall make such revisions to this Agreement and to the Certificate of Formation Series A Limited Partners. (b) Article I of the CompanyPartnership Agreement is hereby amended by amending and restating and/or adding, as it deems necessary to reflect applicable, the issuance of such additional Shares or the establishment of such Series.following defined terms:

Series. (a) Shares Units shall be 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 a Separate Series Agreement (as hereinafter defined), having a separate business purpose or investment objective. Each Unit in a Series will have economic and contractual rights that are equal to those of each other Unit in such Series. A Shareholder Member may be a member of one or more Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders Members or any other person. (b) Expenses (including Organizational 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). (ci) Capital Accounts shall be separately established and maintained on a Series-by-Series basis and, accordingly, Capital Percentages, Investment Percentages, Fiscal Periods, Expense Allocation Dates, Net Profits or Net Losses and all allocations and distributions pursuant to Article V shall be determined on a Series-by-Series basis, and (ii) Series may have different Closing Dates and, therefore, different Fiscal Years. The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series 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. The Company shall identify on its books and records the assets and liabilities attributable to each Series in accordance with section 18-215 of the Delaware Act. (d) Subject to the requirements of the 1940 Act, the Board of Directors shall have sole and absolute discretion to cause the Company to issue additional Units, in one or more Series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to existing Units, all as shall be determined, subject to Delaware law, by the Board of Directors, in its sole and absolute discretion. (e) The terms of each Series shall be as set forth in this Agreement (as the same may be amended from time to timein accordance with Section 2.11(d) hereof) and a separate agreement (a “Separate Series Agreement”), substantially similar in the form of Appendix B attached hereto, shall be executed by the Shareholders Members participating in the related Series. To the extent that a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (ef) Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional SharesUnits, or establishes new Series of SharesUnits, then the Board of Directors, without the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares Units or the establishment of such Series.

Series. (a) Shares The Company is authorized to establish, pursuant to this Agreement, separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses and objectives described herein as a "Series". Each Series shall be 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 anda particular investment as determined by the Manager in its sole discretion (each an "Investment") so as, to the maximum extent provided in this Agreement and a Separate Series Agreement permitted by the Act (as hereinafter definedincluding, without limitation, Section 18-215(b)), having the assets, income, gains, losses, expenses, deductions, credits, distributions, debts, obligations and liabilities of the Company associated with a separate business purpose or investment objective. A Shareholder may particular Investment shall be a member of one or more associated with and limited to such Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or and not any other personSeries. (b) Expenses specific to a To the maximum extent permitted by the Act, each Series shall constitute and be allocated entirely to such Series. Expenses treated as a designated separate "series" 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 interests and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series thereof, and none of the debts, liabilities, obligations and expenses incurredassociated with an individual Series shall not be asserted against income, contracted for gains or otherwise existing assets of any other Series or the Company. (c) The specific provisions, rights, powers, obligations, and privileges with respect to the Company generally or any other each Series shall be enforceable against set forth in a writing referred to herein as a "Separate Series Operating Agreement" that will be separately executed by and between the Manager and the members of that Series. Each Separate Series Operating Agreement shall be in the form and with content determined by the Manager in its sole and absolute discretion. The respective capital contributions and limited liability company interests of the members participating in each Series shall be set forth in the Separate Series Operating Agreement therefor. (d) A member participating in one Series shall have no rights or interest with respect to any other Series, other than through such member's interest in such Series independently acquired by such member. (e) The Manager shall take such reasonable steps as are necessary to implement the foregoing provisions of this Section 2.1. Without limitation on the preceding sentence, the Company shall maintain separate and distinct records for each Series, shall separately hold and account for the assets of each such Series. The Company , and shall identify on its books and records otherwise comply with the assets and liabilities attributable to each Series in accordance with section requirements of Section 18-215 of the Delaware Act. (df) The terms of each A Series shall be as set forth in this Agreement (as dissolved and its affairs wound up pursuant to the same may be amended from time to time) and a separate agreement (a “provisions of the Separate Series Agreement”)Operating Agreement therefor. The dissolution and termination of a Series shall not, substantially in and of itself, cause or result in the form dissolution or termination of Appendix B attached hereto, shall be executed by the Shareholders participating in the related Series. To the extent that a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series of Shares, then the Board of Directors, without the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such Series.

Series. (a) Shares shall be issued in one or more Series having separate rightsTo the fullest extent permitted by Section 3804 of the Delaware Act, powers or duties any general liabilities of the Trust that are not readily identifiable as being held 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 a Separate Series Agreement (as hereinafter defined), having a separate business purpose or investment objective. A Shareholder may be a member of one or more Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or any other person. (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 and charged by the Trustees to and among any one or more of the Series in such manner and on an equitable such basis approved as the Trustees in their sole discretion deem fair and equitable. All liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities held with respect to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Board Trustees shall be conclusive and binding upon the Shareholders of Directors (such as on the basis of relative net asset values of the Series). (c) The debts, all Series for all purposes. All liabilities and obligations incurred, contracted for or otherwise existing held with respect to a particular Series shall be enforceable against the assets of held with respect to such Series only, only and not against the assets of the Company Trust generally or against the assets held with respect to any other Series thereofand, and except as otherwise provided in this Declaration of Trust with respect to the allocation of General Assets, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company Trust generally or any other Series thereof shall be enforceable against the assets of such Series. The Company Notice of this limitation on inter-Series liabilities shall identify on its books and records be set forth in the assets and liabilities attributable to each Series Certificate of Trust or in accordance with section 18-215 an amendment thereto. To the extent required by Section 3804(a) of the Delaware Act. Act in order to give effect to the limitation on inter-Series liabilities set forth in this Section 3.6, (di) The terms of separate and distinct records shall be maintained for each Series, (ii) the assets held with respect to each Series shall be as set forth held in this Agreement such separate and distinct records (as the same may be amended from time to timedirectly or indirectly, including through a nominee or otherwise) and a accounted for in such separate agreement and distinct records separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such Series and/or (a “Separate iii) the records maintained for each Series Agreement”), substantially in shall account for the form assets held with respect to such Series separately from the assets of Appendix B attached hereto, shall be executed by the Shareholders participating in the related Series. To the extent that a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if Series and from the Board of Directors causes the Company to issue additional Shares, or establishes new Series of Shares, then the Board of Directors, without the act, vote or consent General Assets of the Shareholders or any other person, shall make such revisions Trust not allocated to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such Series.

Series. (a) Shares Immediately upon the acquisition thereof by the Company, Company Assets shall be issued in one or more allocated to, and identified only with, a series under this Agreement (each such series, a "Series", and the assets allocated to each such Series, "Series having Assets"). Each Series shall be a separate rights, powers or duties series of the Company pursuant to Section 18-215(a) of the Act. A separate Series shall be established with respect to specified the Receivables and related property or obligations or profits and losses associated with specified property or obligations and, which the Company assigns to each Trust pursuant to the extent provided in this Agreement related Transfer and Servicing Agreements (each, a Separate Series Agreement (as hereinafter defined"Specified Series"). All Company Assets not allocated to a Specified Series, having a separate business purpose or investment objective. A Shareholder may be a member of one or more Series. Unless otherwise required including any Securities held by the 1940 ActCompany, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or any other person. (b) Expenses specific to a Series shall be allocated entirely to such Series. Expenses of the Company not attributable to any particular General Series shall be allocated among the Series on an equitable basis approved unless otherwise directed by the Board of Directors (such as on Managers. The Board of Managers shall cause the basis Company to account for and record separately all Series Assets and the proceeds thereof allocated to any Series from the Series Assets and the proceeds thereof allocated to any other Series. The Board of relative net asset values of Managers shall cause the Company to maintain separate and distinct records for the Series 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). (c) The . Except to the extent required by law or specified in this Agreement, the debts, liabilities and obligations expenses incurred, contracted for or otherwise existing with respect to a particular any Series shall be enforceable against the assets of such related Series onlyAssets, and not against the assets of the Company generally General Series or any other Series thereofSpecified 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 be enforceable against any Specified Series Assets. (b) Notice of the assets of such Series. The Company shall identify limitation on its books and records the assets and interseries liabilities attributable between Series applicable to each Series in accordance with section 18-215 of and the Delaware Act. (d) The terms of each Series shall be as Assets has been 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 a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series of Shares, then the Board of Directors, without the act, vote or consent of the Shareholders or any other person, shall make such revisions to this Agreement and to the Certificate of Formation as filed in the office of the CompanySecretary of State pursuant to Section 18-215(b) of the Act. It is the express intent that by giving such notice in the Certificate of Formation, the statutory provisions of Section 18-215(b) of the Act relating to limitations on interseries liabilities will apply to the Company and the Series Assets that relate to each Series. The limitation on interseries liabilities is included in the Certificate of Formation as it deems necessary filed with the Secretary of State in the form attached hereto as Exhibit A. (c) Every Security, contract and other undertaking issued by or on behalf of any Series shall include a recitation limiting the obligation represented thereby to reflect the issuance related Series and the related Series Assets. Any such Security, contract or undertaking, whether secured or unsecured, shall 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 assets of the Company that are allocated to an unrelated Series, and any claim that such additional Shares holder may have at any time against the Company that such holder may seek to enforce against any assets of the Company that are allocated to an unrelated Series, shall be subordinate to the payment in full, including post- petition interest, in the event that the Company becomes subject to an Insolvency Event, 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 the establishment of other obligations that are related to such unrelated Series.

Series. (a) Shares shall be 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 a Separate Series Agreement (as hereinafter defined), having a separate business purpose or investment objective. A Shareholder Member may be a member of one or more Series. Unless otherwise required by the 1940 Act, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders Members or any other person. (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 and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series 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. The Company shall identify on its books and records the assets and liabilities attributable to each Series in accordance with section 18-215 of the Delaware Act. (d) 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 Members participating in the related Series. To the extent that a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreement, if the Board of Directors causes the Company to issue additional Shares, or establishes new Series of Shares, then the Board of Directors, without the act, vote or consent of the Shareholders Members or any other person, shall make such revisions to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such Series.

Series. (a) Shares shall Immediately upon the acquisition thereof by the Company, Company Assets will be issued in 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 having Assets"). Each Series will be a separate rights, powers series of the Company pursuant to Section 18-215(a) of the Act. One or duties more separate Series will be established with respect to specified the Receivables and related property or obligations or profits and losses associated with specified property or obligations and, that the Company assigns to each Trust pursuant to the extent provided in this Agreement related Transfer and Servicing Agreements (each, a Separate Series Agreement (as hereinafter defined"Specified Series"). All Company Assets not allocated to a Specified Series, having a separate business purpose or investment objective. A Shareholder may be a member of one or more Series. Unless otherwise required including any Securities held by the 1940 ActCompany, the Board of Directors may, in its sole discretion, establish a Series without consulting the Shareholders or any other person. (b) Expenses specific to a Series shall will be allocated entirely to such Series. Expenses of the Company not attributable to any particular General Series shall be allocated among the Series on an equitable basis approved unless otherwise directed by the Board of Directors (such as on Managers. The Board of Managers will cause the basis Company to account for and record separately all Series Assets and the proceeds thereof allocated to any Series from the Series Assets and the proceeds thereof allocated to any other Series. The Board of relative net asset values of Managers will cause the Company to maintain separate and distinct records for the Series 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). (c) The . Except to the extent required by law or specified in this Agreement, the debts, liabilities and obligations expenses incurred, contracted for or otherwise existing with respect to a particular any Series shall will be enforceable against the assets of such related Series onlyAssets, and not against the assets of the Company generally General Series or any other Series thereofSpecified 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. The Company shall identify on its books and records the assets and liabilities attributable to each any Specified Series in accordance with section 18-215 of the Delaware ActAssets. (db) The terms Every Security, contract and other undertaking issued by or on behalf of each any Series shall be as set forth in this Agreement (as will include a recitation limiting the same may be amended from time obligation represented thereby to time) the related Series and a separate the related Series Assets. Any such Security, contract or undertaking, whether secured or unsecured, will also include an acknowledgment and agreement (a “Separate Series Agreement”), substantially in the form of Appendix B attached hereto, shall be executed by the Shareholders participating in holder thereof to the related effect that any claim that such holder may have at any time against any Company Assets that are allocated to an unrelated Series. To , and any claim that such holder may have at any time against the extent Company that a Separate Series Agreement conflicts with this Agreementsuch holder may seek to enforce against any Company Assets that are allocated to an unrelated Series, this Agreement shall control. (e) Notwithstanding any other provision contained in this Agreementwill, if the Board of Directors causes Company becomes subject to an Insolvency Event, be subordinate to the Company to issue additional Sharespayment in full, or establishes new Series of Sharesincluding post-petition interest, then the Board of Directors, without the act, vote or consent of the Shareholders or claims of the holders of any Securities that are related to such unrelated Series and the holders of any other personSecurities, shall make contracts or other obligations that are related to such revisions to this Agreement and to the Certificate of Formation of the Company, as it deems necessary to reflect the issuance of such additional Shares or the establishment of such unrelated Series.