Series AC Clause Samples

Series AC. (a) The following shall constitute the Series AC Assets: (i) the Exclusive Series AC Assets; (ii) all rights and interests of the Series AC set forth in Exhibit E with respect to the Shared Assets; and (iii) all other assets identified as Series AC Assets on the Series AC Records. (b) The following shall constitute the Series AC Liabilities (without duplication): (i) all Liabilities associated with or arising from the ownership or operation of the Exclusive Series AC Assets, including the B1 Promissory Note and the C1 Promissory Note; (ii) the Series AC’s Proportionate Share of Shared Liabilities; (iii) the Intercompany Preliminary AC Construction Cost Payable; (iv) the Intercompany Obligations; (v) the Springing Guarantees; and (vi) all other Liabilities identified as Series AC Liabilities on the Series AC Records. (c) The Partners hereby acknowledge and agree that all Series AC Assets are available to satisfy the claims of all creditors in respect of any Series AC Liability, in each case, without priority of claims among such creditors, except as may be expressly set forth in the documents evidencing the obligations owed to any such creditor.