Common use of Sales by PARCO Clause in Contracts

Sales by PARCO. From time to time prior to the Commitment Expiry Date, PARCO shall, following a PARCO Wind-Down Event, be obligated to deliver a Sale Notice to the Funding Agent. Each Sale Notice shall be delivered by PARCO to the Funding Agent prior to 12:30 P.M. (New York time) on the Purchase Date and shall constitute an irrevocable offer by PARCO to sell all of the PARCO Interest at the Purchase Price. Each Sale Notice shall be deemed to be a representation and warranty by PARCO that no PARCO Insolvency Event shall have occurred and be continuing. Each APA Bank hereby agrees to purchase from PARCO such APA Bank's Pro Rata Share of the PARCO Interest for a purchase price equal to such APA Bank's Pro Rata Share of the Purchase Price on the Purchase Date (which date, subject to Section 2.1(b) below, may be the same as the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Agreement, no APA Bank shall have any obligation hereunder to purchase the PARCO Interest or any portion thereof from PARCO if, on such Purchase Date, any PARCO Insolvency Event shall have occurred and be continuing. The Funding Agent shall promptly advise each APA Bank (by telecopy or by telephone call promptly confirmed in writing by telecopy) of the receipt and content of the Sale Notice and shall promptly advise PARCO of each APA Bank's Pro Rata Share of the Purchase Price thereunder. The Purchase Price shall be deposited in immediately available funds into the account(s) of PARCO specified in the Sale Notice. Promptly following the occurrence of a PARCO Wind-Down Event, the Funding Agent shall notify the Surety Provider.

Sales by PARCO. From time to time prior to the Commitment Expiry Date, PARCO shallmay, following and on the Commitment Expiry Date or upon the occurrence of a PARCO Wind-Down Termination Event, PARCO shall be obligated to deliver a Sale Notice to the Funding Agent. Each Sale Notice shall be delivered by PARCO to the Funding Agent prior to 12:30 P.M. 12.30P.M. (New York time) on the proposed Purchase Date and shall constitute an irrevocable offer by PARCO to sell all the Purchase Percentage with respect to such Purchase Date of the PARCO Interest described therein at the Purchase Price. The Purchase Amount set forth in any Sale Notice delivered by PARCO on the Commitment Expiry Date or upon the occurrence of a PARCO Termination Event shall equal the PARCO Net Investment. Each Sale Notice delivered by PARCO shall be deemed to be a representation and warranty by PARCO that no PARCO Insolvency Event shall have occurred and be continuing. Each APA Bank hereby agrees to purchase from PARCO such APA Bank's its Pro Rata Share of the Purchase Percentage of the PARCO Interest for a purchase price equal to such APA Bank's its Pro Rata Share of the Purchase Price on the Purchase Date (which date, subject to Section 2.1(b) below, may be the same as the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Agreement, no the APA Bank Banks shall have any no obligation hereunder to purchase the PARCO Interest or any portion thereof from PARCO if, on such Purchase Date, any a PARCO Insolvency Event shall have occurred and be continuing. The Funding Agent shall promptly advise each the APA Bank Banks (by telecopy or by telephone call promptly confirmed in writing by telecopy) of the receipt and content of the any Sale Notice delivered to it by PARCO and shall promptly advise PARCO of the Purchase Price and each APA Bank's Bank of its Pro Rata Share of the Purchase Price thereunderPrice. The Purchase Price shall be deposited in immediately available funds into the account(s) of specified by PARCO specified in the related Sale Notice. Promptly following the occurrence of a PARCO Wind-Down Event, the Funding Agent shall notify the Surety Provider.

Sales by PARCO. From time to time prior to the Commitment Expiry Date, PARCO shallmay, following and on the Commitment Expiry Date or upon the occurrence of a PARCO Wind-Down Termination Event, PARCO shall be obligated to deliver a Sale Notice to the Funding Agent. Each Sale Notice shall be delivered by PARCO to the Funding Agent prior to 12:30 P.M. (New York time) on the proposed Purchase Date and shall constitute an irrevocable offer by PARCO to sell all the Purchase Percentage with respect to such Purchase Date of the PARCO Interest described therein at the Purchase Price. The Purchase Amount set forth in any Sale Notice delivered by PARCO on the Commitment Expiry Date or upon the occurrence of a PARCO Termination Event shall equal the PARCO Net Investment. Each Sale Notice delivered by PARCO shall be deemed to be a representation and warranty by PARCO that no PARCO Insolvency Event shall have occurred and be continuing. Each APA Bank hereby agrees to purchase from PARCO such APA Bank's Pro Rata Share of the Purchase Percentage of the PARCO Interest for a purchase price equal to such APA Bank's Pro Rata Share of the Purchase Price on the Purchase Date (which date, subject to Section 2.1(b) below, may be the same as the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Agreement, no APA Bank shall have any obligation hereunder to purchase the PARCO Interest or any portion thereof from PARCO if, on such Purchase Date, any a PARCO Insolvency Event shall have occurred and be continuing. The Funding Agent shall promptly advise each APA Bank (by telecopy or by telephone call promptly confirmed in writing by telecopy) of the receipt and content of the any Sale Notice delivered to it by PARCO and shall promptly advise PARCO of the Purchase Price and each APA Bank's Bank of its Pro Rata Share of the Purchase Price thereunder. The Purchase Price shall be deposited in immediately available funds into the account(s) of specified by PARCO specified in the related Sale Notice. Promptly following the occurrence of a PARCO Wind-Down Event, the Funding Agent shall notify the Surety Provider.

Sales by PARCO. From time to time prior to the Commitment Expiry Date, PARCO shall, following upon the occurrence of a PARCO Wind-Down Event, PARCO shall be obligated to deliver a Sale Notice to the Funding Agent. Each Sale Notice shall be delivered by PARCO to the Funding Agent prior to 12:30 P.M. (New York time) on the Purchase Date and shall constitute an irrevocable offer by PARCO to sell all of the PARCO Interest its beneficial interest in Transferred Interests Payments at the Purchase Price. Each Sale Notice delivered by PARCO shall be deemed to be a representation and warranty by PARCO that no PARCO Insolvency Event shall have occurred and be continuing. Each APA Bank hereby agrees to purchase from PARCO such APA Bank's Pro Rata Share of the PARCO Interest PARCO's Transferred Interests Payments for a purchase price equal to such APA Bank's Pro Rata Share of the Purchase Price on the Purchase Date (which date, subject to Section 2.1(b) below, may be the same as the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Agreement, no APA Bank shall have any obligation hereunder to purchase the PARCO Interest Transferred Interests Payments or any portion thereof from PARCO if, on such Purchase Date, any a PARCO Insolvency Event shall have occurred and be continuing. The Funding Agent shall promptly advise each APA Bank (by telecopy or by telephone call promptly confirmed in writing by telecopy) of the receipt and content of the any Sale Notice delivered to it by PARCO and shall promptly advise PARCO of each APA Bank's Pro Rata Share of the Purchase Price thereunder. The Purchase Price shall be deposited in immediately available funds into the account(s) of specified by PARCO specified in the related Sale Notice. Promptly following the occurrence of a PARCO Wind-Down Event, the Funding Agent shall notify the Surety Provider.

Sales by PARCO. From time to time prior to the Commitment Expiry Date, PARCO shallPARCO, in its sole discretion, may elect to deliver a Sale Notice to the Funding Agent or, following a PARCO Wind-Down Event, shall be obligated to deliver a Sale Notice to the Funding Agent. Each Sale Notice shall be delivered by PARCO to the Funding Agent prior to 12:30 P.M. (New York time) on the Purchase Date and shall constitute an irrevocable offer by PARCO to sell all or a portion of the PARCO Interest at the Purchase Price; PROVIDED that, following a PARCO Wind-Down Event, the Assigned Percentage specified in any such Sale Notice shall be 100%. Each Sale Notice shall be deemed to be a representation and warranty by PARCO that no PARCO Insolvency Event shall have occurred and be continuing. Each APA Bank hereby agrees to purchase from PARCO such APA Bank's Pro Rata Share of the Assigned Percentage of PARCO Interest for a purchase price equal to such APA Bank's Pro Rata Share of the Purchase Price on the Purchase Date (which date, subject to Section 2.1(b5.1(b) below, may be the same as the date of the Sale Notice). Notwithstanding anything to the contrary set forth in this Agreement, ; PROVIDED that no APA Bank such purchase shall have any obligation hereunder to purchase the PARCO Interest or any portion thereof from PARCO if, be made on such a Purchase Date, any Date if a PARCO Insolvency Event shall have occurred and be continuing. The Funding Agent shall promptly advise each APA Bank (by telecopy or by telephone call promptly confirmed in writing by telecopy) of the receipt and content of the Sale Notice and shall promptly advise PARCO of each APA Bank's Pro Rata Share of the Purchase Price thereunder. The Purchase Price shall be deposited in immediately available funds into the account(s) of specified by PARCO specified in the Sale Notice. Promptly following the occurrence of a PARCO Wind-Down Event, the Funding Agent shall notify the Surety Provider.