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2.3.3 Closing. The closing of the purchase herein shall be held within 30 days of the
delivery of the notice provided for in Paragraph 2.3.1.1 above at a time and place to be mutually
agreed by the parties.
2.3.3.1 The balance due at closing shall be the Purchase Price for the ALPD
Depletion Allocation acquired hereunder, less the initial option payment and any additional option
payment made pursuant to Paragraph 2.2.2 above. At closing, the Purchaser shall deliver to the
Authority the balance due either in immediately available funds, or, if the Authority and the
Purchaser have negotiated and agreed upon financing arrangements pursuant to which the Purchaser
shall borrow the amount due from the Authority, loan documents to document and evidence such
separate financing arrangements, including, but not necessarily limited to, the Purchaser's
governmental agency bond evidencing the loan from the Authority, and a loan agreement setting
forth the terms, conditions, and obligations of the parties with respect to such loan.
2.3.3.2 Upon receipt of the amount due to the Authority as set forth herein,
the Authority shall execute and deliver to the Purchaser a partial assignment assigning the
Authority's rights and obligations pursuant to the Funding Agreement corresponding to that portion
of the ALPD Depletion Allocation acquired by the Purchaser, and the Purchaser shall execute and
deliver its formal acknowledgment of acceptance of and succession to all such rights and obligations
pursuant to the Funding Agreement.
2.3.3.3 Prior to or at the closing, the parties shall secure the written approval
of the United States to the partial assignment, as required by paragraphs 14(a) and 23 of the Funding
Agreement.
2.3.4 Effect of Partial Assignment of Rights and Obligations Pursuant to the Funding
Agreement. Upon acceptance of the Authority's assignment of all rights and obligations under the
Funding Agreement attributable to the portion of the ALPD Depletion Allocation acquired by
Purchaser, Purchaser shall succeed to all rights and obligations of the Authority with respect to the
portion of the ALPD Depletion Allocation acquired by the Purchaser, including, without limitation,
the obligation to pay annual operation, maintenance, and replacement costs pursuant to paragraph 10
of the Funding Agreement, and the Authority shall be relieved of all further liability under the
Funding Agreement with respect to that portion of the ALPD Depletion Allocation acquired by the
Purchaser.
2.4 Other.
2.4.1 Condition Precedent.
2.4.1.1 The written approval of the United States of America to the terms and
conditions of this Agreement shall be a condition precedent to its effectiveness. The parties agree
that upon execution of this Agreement they shall submit the same to the United States for approval in
accordance with paragraph 14(a) of the Repayment Agreement.