Purchase Price Considerations Sample Clauses

Purchase Price Considerations. 22 14. Conditions of the Offer .................................... 23 15.
Sample 1
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Purchase Price Considerations. The Purchaser has set the Purchase Price at $750 net per BAC (subject to adjustment as set forth in this Offer to Purchase). The Purchaser considered the estimated potential benefits to a non-tendering BACs holder (see below in this Section 13) and determined the Purchase Price in order to provide comparable potential benefits to a tendering BACs holder. If you tender your BACs pursuant to the Offer, the Purchaser believes your aggregate benefits will total $1,380: Purchase Price: $ 750 Tax Credits Received through November 30, 1998: 293 Tax Savings: 80 Interest to Be Earned on Investing Purchase Price: 275 Historic Tax Credit Recapture: (18) ------ $1,380 ====== If you retain your BACs, the Purchaser believes your aggregate benefits will total $1,350: Tax Credits Received through November 30, 1998: $ 293 Present Value of Expected Remaining Tax Credits: 728 Present Value of Original Investment, if returned: 329 ------ $1,350 ====== The Purchaser believes that the projected aggregate per BAC benefit from the Offer, together with the benefits received since 1994, total approximately $1,380. Such benefits include $750 (the Purchase Price) plus $293 (representing the Tax Credits allocated through November 30, 1998) plus approximately $80 (representing the tax savings, assuming a tax rate of 20% for capital gain and 36% for ordinary income, attributable to the use of a capital loss of $27 and an ordinary loss of $208 the Purchaser believes an individual BACs holder will realize if all of his BACs are sold in the Offer) plus approximately $275 (representing the assumed return on the reinvestment of the Purchase Price at 4% for approximately 12 years, discounted at a rate of 8%) less approximately $18 (representing a recapture of Historic Tax Credits). The projected benefit of $1,380 assumes the BACs holder acquired the BACs pursuant to the original offering and such BACs holder did not utilize any passive losses. The projected benefit may be more or less depending on, among other things, a tendering BACs holder's tax rate and the return a tendering BACs holder may earn upon investing the Purchase Price. The Purchaser believes that such aggregate projected benefit compares favorably with the potential benefits to a BACs holder who remains in the Partnership (together with the benefits received since 1994), continuing to receive Tax Credits, and assuming a return of the present value of the original investment of $1,000 as, and if, the 20 properties owned by the L...
Sample 1
Purchase Price Considerations. The Purchaser has set the Purchase Price at $95.00 net per Unit (subject to adjustment as set forth in this Offer to Purchase). The Purchaser established the Purchase Price by analyzing a number of quantitative and qualitative factors including: (i) the absence of a significant number of recent reported resales of the Units; (ii) the lack of liquidity of an investment in the Partnership; (iii) the costs to the Purchaser associated with acquiring the Units; (iv) the administrative costs of continuing to own the Partnership's assets through a publicly registered limited partnership; (v) the possibility that Limited Partners may realize taxable income in excess of tax distributions from the Partnership in future years; (vi) the inability of Limited Partners to exercise effective control over the management of the Partnership through the annual election of the General Partners; and (vii) estimated transaction costs of completing the Offer. The Purchase Price represents the price at which the Purchaser is willing to purchase Units. No independent person has been retained to evaluate or render any opinion with respect to the fairness of the Purchase Price and no representation is made by the Purchaser or any affiliate of the Purchaser as to such fairness. Limited Partners are urged to consider carefully all of the information contained herein and consult with their own advisors, tax, financial or otherwise, in evaluating the terms of the Offer before deciding whether to tender Units. The Units are not listed or traded on any exchange or quoted on any NASDAQ list or system. At present, privately negotiated sales and sales through intermediaries (e.g., through the trading system operated by The American Partnership Board, which publishes sales by holders of Units) are the principal means available to a Limited Partner to liquidate an investment in Units (other than the Offer). According to The Partnership Spectrum, an independent third-party industry publication, for the six months ended January 31, 1998, a total of 5,262 Units traded at per Unit prices between $58.00 and $89.00 with a weighted average of $71.28 per Unit. Set forth below is a schedule of the trading activity of Units during the six-months ended January 31, 1998, in two-month intervals, as reported by The Partnership Spectrum: Trading Activity for Six-Month Period Ended January 31, 1998 Period Low/High No. of Units Total Volume ------ -------- ------------ ------------ Traded ------------ August 1,...
Sample 1
Purchase Price Considerations. The Purchaser has set the Purchase Price at $750 net per BAC (subject to adjustment as set forth in this Offer to Purchase). The Purchaser considered the estimated potential benefits to a non-tendering BACs holder (see below in this Section 13) and determined the Purchase Price in order to provide comparable potential benefits to a tendering BACs holder. If you tender your BACs pursuant to the Offer, the Purchaser believes your aggregate benefits will total $1,189: Purchase Price: $ 750 Tax Credits Received through November 30, 1998: 83 Tax Savings: 64 Interest to Be Earned on Investing Purchase Price: 292 ------ $1,189 ====== If you retain your BACs, the Purchaser believes your aggregate benefits will total $1,140: Tax Credits Received through November 30, 1998: $ 83 Present Value of Expected Remaining Tax Credits: 753(a) Present Value of Original Investment, if returned: 304 ------ $1,140 ====== (a) Assumes all Tax Credits with respect to those properties owned by Local Partnerships in which the Partnership currently owns an interest, but which are still under construction, are timely placed in service and leased to qualified tenants. Also includes Tax Credits which are assumed will be available with respect to two additional Local Partnership property investments which the Purchaser expects the Partnership to acquire in the near future. There can be no assurance that the amount of such Tax Credits will be equal to the assumptions made in the chart and if they are not, the aggregate benefits from holding your BACs will be reduced. The Purchaser believes that the projected aggregate per BAC benefit from the Offer, together with the benefits received since 1995, total approximately $1,189. Such benefits include $750 (the Purchase Price) plus $83 (representing the Tax Credits allocated through November 30, 1998) plus approximately $64 (representing the tax savings, assuming a tax rate of 20% for capital gain and 36% for ordinary income, attributable to the use of a capital loss of $163 and an ordinary loss of $87 the Purchaser believes an individual BACs holder will realize if all of his BACs are sold in the Offer) plus approximately $292 (representing the assumed return on the reinvestment of the Purchase Price at 4% for approximately 12 years, discounted at a rate of 8%). The projected benefit of $1,189 assumes the BACs holder acquired the BACs pursuant to the original offering and such BACs holder did not utilize any passive losses. The projected benefit...
Sample 1
Purchase Price Considerations. 19 SECTION 14.
Sample 1
Purchase Price Considerations. 21 14. Conditions of the Offer. . . . . . . . . . . . . . . . . . . 22 15.
Sample 1
Purchase Price Considerations in the Offer to Purchaser is hereby supplemented as follows: The Purchaser has increased the Purchase Price to $925.00 net per Unit. The Purchaser considered the trading prices for the Units in the secondary market during the twelve-month period ended June 30, 1997 and the estimated present value of the expected remaining Low-Income Housing Credits in setting the original offer price. The Purchaser has re-priced this Offer in response to the change in market conditions caused by the recent competing public tender offer that has been commenced on the Partnership by Everest Properties, LLC and/or its affiliates (collectively "Everest") and the increase in the Everest purchase price to $925 per Unit on August 20, 1997.
Sample 1
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Related to Purchase Price Considerations

  • Purchase Price (a) In consideration for the Shares, at the Closing: (i) the Buyer will pay to the Sellers at Closing an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) any Extension Fee paid pursuant to the Collaboration Agreement and (B) the amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (to the extent not paid by the Company prior to the Closing Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by wire transfer of immediately available funds to the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing. (c) In the event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the Net Closing Payment as required by Section 2.2(a), Sellers shall reimburse Buyer for each and every such Company GAAP Liability within five (5) Business Days after receiving the Buyer’s written demand therefor. Subject to Section7.4(d), the foregoing does not limit or modify the indemnification obligations in Article 7.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Purchase Price Payments (a) On each Payment Date, on the terms and subject to the conditions of this Agreement, the Initial Purchaser shall pay to KBK the Purchase Price for the Receivables and Related Assets to be purchased on such day by (i) making a cash payment to or at the direction of KBK to the extent that the Initial Purchaser has cash available to make such payment pursuant to SECTION 3.3, and (ii) automatically increasing the principal amount outstanding under the Purchaser Note issued to KBK by the amount of the excess, if any, of the Purchase Price to be paid to KBK for such Receivables and Related Assets OVER the amount of any payment made on such day pursuant to CLAUSE (I) next above. (b) On each Payment Date, the Initial Purchaser shall reduce the Purchase Price payable to KBK for the Receivables and Related Assets that the Initial Purchaser is to purchase on such day by an amount (the "PURCHASE PRICE ADJUSTMENTS") equal to the difference between (i) the sum of (A) the Dilution Adjustment (as defined in SECTION 3.5(B)), if any, for the immediately preceding Business Day, PLUS (B) the Noncomplying Receivables Adjustment (as defined in SECTION 3.5(A)), if any, for the immediately preceding Business Day, MINUS (ii) the amount of any payments that the Initial Purchaser shall have received on the immediately preceding Business Day on account of Collections due with respect to Noncomplying Receivables that have been included in an Purchase Price Adjustment previously deducted or paid in accordance with this SECTION 3.1. (c) If the Purchase Price Adjustments on any Payment Date exceed the Purchase Price payable by the Initial Purchaser to KBK on such day, then the principal amount of the Purchaser Note shall be automatically reduced by the amount of such excess; PROVIDED, that if the Purchaser Note has been reduced to zero, then KBK shall pay to the Initial Purchaser in cash the amount of such Purchase Price Adjustments on the next succeeding Business Day; and PROVIDED FURTHER, HOWEVER, that at any time (y) when a Liquidation Event or Unmatured Liquidation Event exists or (z) on or after the Purchase Termination Date, the amount of any such credit shall be paid by KBK to the Initial Purchaser by deposit in immediately available funds into the Collection Account for application by Servicer to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • Purchase Price Adjustments (a) Schedule 2.4 sets forth the Seller’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”) as of September 30, 2013, together with a calculation of the Closing Purchase Price based on such estimate. The Estimated Net Working Capital shall be determined in accordance with Section 2.6 and the other terms of this Agreement. (b) As promptly as possible, but in any event within forty five (45) days after the Closing Date, the Buyer will deliver to the Seller a balance sheet of the Company (the “Closing Balance Sheet”) and a statement showing the calculation of the Net Working Capital derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Preliminary Closing Statement”), in each case as of the Reference Time. The Closing Balance Sheet shall be prepared, and the Net Working Capital and the Preliminary Closing Statement shall be determined, in accordance with Section 2.6 and the definitions and other terms set forth in this Agreement. The Preliminary Closing Statement shall contain line item detail comparable to the Balance Sheet with respect to the components of Net Working Capital of the Company as of the Reference Time. After delivery of the Preliminary Closing Statement, the Buyer shall give the Seller and its accountants and representatives reasonable access at reasonable times to review the Company’s books and records and work papers related to the preparation of the Preliminary Closing Statement subject to customary confidentiality restrictions. The Seller and its accountants and representatives may make inquiries of the Buyer and its accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and the Buyer shall use its commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to the Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered by the Seller to the Buyer within twenty (20) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the Parties hereto. The Seller and the Buyer shall negotiate in good faith to resolve any such objections for fifteen (15) days after the delivery of the Objections Statement, but if they do not reach a final resolution, the Seller and the Buyer shall submit such dispute to PricewaterhouseCoopers, or if they are not independent pursuant to the rules and regulations of the Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Buyer and the Seller (the “Dispute Resolution Firm”) within three (3) Business Days following the end of the fifteen (15)-day period from the date of the delivery of the Objections Statement. Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider work papers and other documents and information related to those items and amounts which are identified in the Objections Statement as being items which the Seller and the Buyer are unable to resolve. The Dispute Resolution Firm’s determination will be based on the definition of Net Working Capital and the other definitions and terms contained herein and shall be in amounts between the disputed amounts set forth in the Preliminary Closing Statement and the Objections Statement. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by the Buyer and the Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be, absent manifest error, final, binding and non-appealable on the Parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated fifty percent (50%) to the Buyer and fifty percent (50%) to the Seller. (c) If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is greater than the Target Working Capital, the Buyer shall promptly pay to the Seller the amount of such excess in cash. If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is less than the Target Working Capital (such amount, the “Working Capital Deficiency”), the Seller and the Buyer shall promptly cause an amount equal to the Working Capital Deficiency to be paid to the Buyer from the Working Capital Escrow Amount; provided, however, that if the Working Capital Deficiency is in excess of the Working Capital Escrow Amount (such excess amount, the “Working Capital Indemnity Amount”), then the Buyer may elect to seek indemnification for the Working Capital Indemnity Amount either (i) from the Indemnity Escrow Amount or (ii) directly from the Seller. The net adjustment amount payable to the Seller or the Buyer under this Section 2.4(c) (such amount, the “Net Adjustment Amount”) shall be paid in accordance with Section 2.5.

  • Purchase Price Closing (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

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