Common use of Purchaser Financing Clause in Contracts

Purchaser Financing. (1) The Purchaser has delivered to the Company a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privileged.

Purchaser Financing. (1a) The Purchaser has delivered to the Company Attached as Exhibit 3.8 hereto is a true, true and complete and accurate copy of the executed commitment letter, dated as August 23, 2006, from Citicorp North America, Inc. and Citigroup Global Markets Inc. to Purchaser (and together with the related fee letter, a true and complete copy of the date hereofwhich has been provided to Seller, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment LetterFinancing Commitment”), pursuant to which each lender party the lenders that are parties thereto has committed to lendhave agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein to for the Purchaser (the “Purchaser Financing”) forpurposes of, among other things, financing Purchaser’s acquisition of the purpose Business (the “Financing”). The Financing Commitment has not been amended or modified prior to the date of financing the transactions contemplated by this Agreement, and the commitments contained in the Financing Commitment have not been withdrawn or rescinded in any respect. The Purchaser shall, Financing Commitment is in full force and shall cause each of its Affiliates to, use commercially reasonable efforts effect. There are no conditions precedent or other contingencies related to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent funding of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate full amount of the Purchaser Financing; (b) impose new , other than as set forth in or additional conditions precedent contemplated by the Financing Commitment. The aggregate proceeds to be disbursed pursuant to the availability agreements contemplated by the Financing Commitment, together with Purchaser’s cash and cash equivalents on hand at the time of the Purchaser Financing; or (c) otherwise Closing, will be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the sufficient for Purchaser to enforce its rights against pay the other parties Estimated Cash Consideration and to the Commitment Letter or any definitive agreements or documentation with respect theretopay all related fees and expenses. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter has no reason as of the date hereof. The Purchaser shall not release or consent hereof to believe that any of the conditions to the termination of Financing contemplated by the obligations of Financing Commitment within its control will not be satisfied or that the lenders under Financing will not be made available to Purchaser on the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment LetterClosing Date. (2b) The Sellers agree None of the reports, financial statements, certificates or other information (i) in respect of Purchaser and its subsidiaries, (ii) in respect of the Transactions (as defined in the Financing Commitment) other than in respect of the Company or the Business or (iii) to use commercially reasonable efforts the knowledge of Purchaser, in respect of the Company or the Business, in each case furnished by Purchaser or on behalf of Purchaser or Purchaser’s Affiliates to provide reasonable cooperation Citigroup Global Markets Inc., Citicorp North America, Inc. or any of their Affiliates prior to the date of the Financing Commitment in connection with the arrangements by the Purchaser to obtain the advance structuring, arrangement or syndication of the Purchaser Financing Facilities (as contemplated defined in the Commitment Letter; provided, that, neither Financing Commitment) or the Sellers, the Principals nor any arrangement of the Purchased Companies shall be required to: Amendments (1) waive as defined in the Financing Commitment), taken as a whole, contains any material misstatement of fact or amend omits to state any terms of this Agreement or agree material fact necessary to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action thatstatements therein, in the light of the circumstances under which they were made, not materially misleading; provided that with respect to Projections (as defined in the Financing Commitment), Purchaser represents only that such Projections were prepared in good faith determination of based upon assumptions believed to be reasonable at the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedtime.

Purchaser Financing. (1) The At the Closing, Purchaser has delivered will have sufficient cash available to it to pay the Company a true, complete Aggregate Purchase Price and accurate copy Change of Control Payments that will be due and payable at the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass Closing. Purchaser shall use its commercially reasonable best efforts to obtain and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms implement all necessary financing and conditions Structural Assumptions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if Financing Schedule with such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The changes as Purchaser may amend desire, in order to have available to it the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (Aggregate Purchase Price and such corporate, limited liability Change of Control Payments at or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take provided, however, that in no event will Purchaser make any action that, changes in the good faith determination Structural Assumptions that would be reasonably expected to have a material adverse effect on the solvency of the SellersCompany upon the consummation of the Merger, would unreasonably interfere the Subsequent Transactions and the other transactions contemplated herein, provided further, however, that notwithstanding the foregoing, so long as Purchaser obtains and tenders to the Company the Aggregate Purchase Price and such Change of Control Payments on or prior to the End Date, Purchaser shall not be in breach of this covenant. In connection with the conduct of the business of any of the Purchased Companies foregoing, Purchaser is seeking, from one or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in more reputable financial institutions, a failure of any condition to the obligations of the Parties hereto to consummate financing commitment for the transactions contemplated under hereby containing customary terms for financing transactions of a similar size and nature to the transaction contemplated herein (the "Debt Commitment Letter"), predicated on Purchaser's commitment to provide the Equity Commitment. Purchaser has requested a reputable investment banking organization to issue a Debt Commitment Letter within forty (40) days after the date hereof. Notwithstanding the foregoing, the failure to obtain the Debt Commitment Letter shall not, in and of itself, be a breach of this Agreement; Agreement by Purchaser and shall not, in and of itself, give the Company any right to terminate this Agreement or to exercise any other remedy prior to the End Date. No later than the later of (6a) take any action that would reasonably be expected three business days prior to conflict withthe date initially scheduled for the Company Stockholders Meeting and (b) eight (8) days prior to the Closing, Purchaser shall deliver to, or result in a violation make available for review by, the Company copies of the definitive documentation required to implement each of the Structural Assumptions (collectively, the "Structural Documents") and thereafter through the Effective Time Purchaser shall not make any material changes or default (supplements to or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration waivers of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any provisions of the Sellers Structural Assumptions or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedStructural Documents.

Purchaser Financing. (1) 6.1 The Purchaser has delivered to the Company a true, complete shall (and accurate copy shall procure that all other relevant members of the executed commitment letterPurchaser Group shall) use reasonable best efforts to procure all financing (under the Purchaser Financing Agreements or otherwise) required by the Purchaser Group to enable the Purchaser to satisfy the Purchaser Price Payment Obligations. 6.2 Notwithstanding Clause 6.1, dated as the Purchaser shall be entitled to use any cash resources of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein Purchaser Group that may be provided to the Purchaser (the “Purchaser Financing”) for, among other things, for the purpose of financing satisfying the transactions contemplated by this Agreement. Purchaser Price Payment Obligations in whole or in part. 6.3 The Purchaser shallundertakes to the Seller that, prior to Closing: (a) it will not, and shall cause each will procure that no other person (including any member of the Purchaser Group) will, in a way which would or might reasonably prejudice its Affiliates to, use commercially reasonable efforts ability to complete satisfy the Purchaser Price Payment Obligations: (i) amend or agree to amend any of the terms of the Purchaser Financing on Agreements to which it (or any member(s) of the terms and conditions described Purchaser Group) is a party; (ii) waive or agree to waive any rights or obligations of the Purchaser or any other member of the Purchaser Group under the Purchaser Financing Agreements; or (iii) terminate any of the Purchaser Financing Agreements, in the Commitment Letter, and shall not permiteach case, without the prior written consent of the Sellers’ Representative, any amendment or modification Seller (not to be made tounreasonably withheld or delayed) unless it has drawn down or otherwise has available on an unconditional basis sufficient funds in order to pay the amounts so payable; and (b) it will (and, or any waiver or release of any provision or remedy to be made underif applicable, will procure that the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (arelevant member(s) reduce the aggregate amount of the Purchaser FinancingGroup will): (i) exercise its and/or their rights under the Purchaser Financing Agreements, including by submitting any required utilisation request(s) to draw down under such agreements and/or arrangements sufficiently in advance of Closing; (ii) comply with its and/or their obligations under the Purchaser Financing Agreements; and (biii) impose new or additional conditions precedent take all steps necessary to transfer to the availability Purchaser (whether by way of distribution(s), intra-group loan(s) or otherwise) the funds received by the relevant member(s) of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of Group under the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties Financings Agreements, in each case to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action extent required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection comply with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedPrice Payment Obligations.

Purchaser Financing. (1a) The During the Pre-Closing Period, Purchaser has delivered to the Company a true, complete and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Lettertake, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification cause to be made totaken, all actions and do, or any waiver or release of any provision or remedy cause to be made underdone, the Commitment Letter or any definitive agreement or documentation all things necessary in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent order to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected obtain debt financing to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of provide funding for the transactions contemplated by this Agreement or adversely impact and the ability other Transaction Documents (the “Financing”), it being acknowledged by Purchaser that obtaining the Financing is not a condition to the Closing. During the Pre-Closing Period, Purchaser shall keep Seller reasonably apprised of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as status of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment LetterFinancing. (2b) The Sellers agree Seller and the Company shall from time to time as and when requested by Purchaser, provide reasonable cooperation to Purchaser in connection with Purchaser’s efforts to obtain the Financing, as Purchaser may reasonably request. Without limiting the generality of the foregoing, the Company and Seller shall, and shall use their commercially reasonable efforts to provide cause the other Seller Representatives to, at the request of Purchaser (i) participate in meetings, drafting sessions and due diligence sessions, (ii) (A) furnish Purchaser, as promptly as reasonably practicable following Purchaser’s request, with such pertinent and customary information, to the extent reasonably available to the Company or Seller, regarding the Company and the Acquired Business, as may be reasonably requested by Purchaser to consummate the Financing and with information regarding the Company and the Acquired Business (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and the Acquired Business), in each case, which is reasonable cooperation and customary for the arrangement of loans contemplated by the Financing and to the extent reasonably available to the Company, Seller or the Seller Representatives (collectively, the “Required Information”) and (iii) execute and deliver customary certificates or other documents and instruments relating to guarantees (but not any personal guarantees of any Seller or Affiliates other than the Company), the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Purchaser; provided, however, that no obligation under any such certificate, document or instrument shall be effective until the Closing and Seller shall not and, prior to the Closing, the Company shall not, be required to pay any commitment or other fee or other amount in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedFinancing.

Purchaser Financing. (1a) The Purchaser has delivered acknowledges and agrees that obtaining financing is not a condition to any of its obligations under this Agreement. For the Company a trueavoidance of doubt, complete if any financing, including the Debt Financing or any Alternative Financing is not obtained for any reason and accurate copy of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth thereinin Section 7.2 are otherwise satisfied (or waived by Purchaser), the amounts set forth therein Purchaser shall continue to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing be obligated to consummate the transactions contemplated by this Agreement. The , subject to the terms of this Agreement, it being understood that notwithstanding anything to the contrary in this Agreement, none of Seller’s or its Affiliates’ performance under this Section 7.17 shall be taken into account with respect to whether any condition set forth Section 8.2(b) shall be deemed satisfied, except to the extent that Seller has knowingly and intentionally materially breached their obligations in this Section 7.17. (b) Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete take, or cause to be taken, all actions and do, or cause to be done, as promptly as reasonably practicable (giving effect to the timing of the Marketing Period), all things necessary to consummate the Debt Financing or consummate alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to fund the Funding Requirements on or prior to the Closing Date. In furtherance of and not in limitation of the foregoing, Purchaser shall use commercially reasonable efforts to: (i) satisfy, or cause to be satisfied, on a timely basis all conditions to Purchaser obtaining the Debt Financing set forth in the Debt Commitment Letter (including the payment of any fees required as a condition to the Debt Financing and the exercise of any economic “flex” provisions as provided in and pursuant to the terms of the Fee Letter); (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms (unless otherwise acceptable to Purchaser) and conditions contemplated by the Debt Commitment Letter (including any related economic “flex” provisions) or on other terms (not related to conditionality) that are (A) reasonably acceptable to the Debt Financing Sources and (B) in the aggregate not materially less favorable, taken as a whole, to Purchaser, so that the agreements are in effect no later than the Closing Date; (iii) maintain in effect the Debt Commitment Letter and (from and when executed) the other Debt Documents through the consummation of the Closing; (iv) fully enforce its rights under the Debt Commitment Letter (to the extent necessary to fund the Closing Payment and other amounts due by Purchaser at the Closing after giving effect to Other Sources of Purchaser); and (v) in the event that all conditions precedent to the funding of the Debt Financing in the Debt Commitment Letter have been satisfied or waived (or upon funding will be satisfied), consummate the Debt Financing at or prior to the time the Closing is required to occur (to the extent necessary to fund the Closing Payment and other amounts due by Purchaser at the Closing after giving effect to Other Sources of Purchaser). (c) Purchaser shall promptly notify Seller in writing (A) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in a material breach or default) by any party to the Debt Commitment Letter or other Debt Document of which Purchaser becomes aware, (B) if and when Purchaser becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter may not be available for the Funding Requirements, to the extent such unavailability would reasonably be expected to prevent, or materially delay, impede or impair the Closing, (C) of the receipt of any written notice or other written communication from any Person with respect to any (i) actual or potential material breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document or (ii) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Documents) and (D) of any expiration or termination of the Debt Commitment Letter or other Debt Document. Without limiting the foregoing, Purchaser shall upon request keep Seller informed on a reasonably current basis in reasonable detail of material developments concerning the Debt Financing. If any material portion of the Debt Financing becomes unavailable on the terms and conditions described contemplated in the Debt Commitment Letter (after taking into account economic “flex” terms), Purchaser shall use reasonable best efforts to arrange and obtain alternative financing for any such unavailable portion from the same or alternative sources (“Alternative Financing”), in an amount that is sufficient, when taken together with Other Sources and the available portion of the Debt Financing, to consummate the transactions contemplated by this Agreement and to pay the Funding Requirements and the provisions of this Section 7.17 shall be applicable to the Alternative Financing, and, for the purposes of Section 7.18 and this Section 7.17, all references to the Debt Financing shall be deemed to include such Alternative Financing and all references to the Debt Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing. Purchaser shall promptly provide a true, correct and complete copy of each Alternative Financing commitment and any related fee letter(s) to Seller (provided that such fee letter(s) may be redacted solely to remove any fees and economic terms in customary fashion). Purchaser shall (1) comply in all material respects with the Debt Commitment Letter and each definitive agreement with respect thereto (collectively, with the Debt Commitment Letter, the “Debt Documents”), and shall (2) not permit, without the prior written consent of the Sellers’ RepresentativeSeller, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver or release of any provision or remedy to be made under, the Debt Commitment Letter (including the Fee Letter) or other Debt Document, in each case, that (individually or in the aggregate with any definitive agreement other amendments, modifications or documentation in connection therewith if such amendment, modification, waiver or release would: waivers) would reasonably be expected to (ax) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or original issue discount thereof) to an amount less than the amount required for Purchaser Financing; to consummate the transactions contemplated hereby at the Closing or (by) impose any new or additional conditions precedent condition, or otherwise amend, modify or expand any condition, to the availability receipt of any portion of the Purchaser Financing; Debt Financing in a manner that would reasonably be expected to (i) delay or prevent the Closing Date or (cii) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the any other parties party to the Debt Commitment Letter or other Debt Document or the ability of Purchaser to consummate the transactions contemplated hereby at the Closing; provided, that notwithstanding anything to the contrary herein, no consent from Seller or any definitive agreements other party hereto shall be required for (1) any amendment, restatement, amendment and restatement, replacement, supplement, or documentation with respect thereto. The Purchaser may amend other modification of, or waiver or consent under the Debt Commitment Letter that is limited to add adding lenders, lead arrangers, bookrunners, syndication agents agents, or similar entities that have not executed the Debt Commitment Letter as of the date hereof. The Purchaser shall not release of this Agreement (including in replacement of a Debt Financing Source thereunder) or consent to the termination (2) implementation or exercise of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letterany economic “flex” provision. (2d) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation Purchaser shall jointly and severally indemnify, defend and hold harmless the Seller Group from and against any and all Damages, liabilities or losses suffered or incurred by them in connection with Seller’s obligations under Section 7.18 and any information utilized in connection therewith or in connection with the arrangements by the Purchaser Debt Financing, other than with respect to obtain the advance any actions of the Purchaser Financing as contemplated a Seller that constitute actual and intentional fraud in the Commitment Letter; provided, that, neither the Sellers, the Principals nor performance of their obligations under Section 7.18 (i) for which any of the Purchased Companies shall be required to: individuals identified in the definition of “Knowledge” had Knowledge and (1ii) waive or amend any terms as determined by a court of this Agreement or agree competent jurisdiction in a final and non-appealable judgment and, in the event of such determination with respect to pay any fees or a Person, such Person being obligated to reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions Purchaser for amounts expended by Purchaser in connection with the defense of such Person. Purchaser Financing that are not expressly conditioned on the consummation shall promptly, within thirty (30) days of the Closing written request by Xxxxxx, reimburse Seller for all reasonable and shall be derived exclusively from the authority documented out-of-pocket costs (including reasonable and documented attorneys’ of (one firm of outside counsel fees and ratings agencies’ fees) incurred by such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities Seller in connection with the cooperation described in Section 7.18. (e) Seller agrees that: (i) Purchaser and its Affiliates may initiate contact with and, pursue and provide the information contemplated by Section 7.18(a) to Debt Financing that are effective prior to the Closing; (4) take any action that, Sources in the good faith determination of the Sellers, would unreasonably interfere connection with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate Debt Financing and the transactions contemplated under by this Agreement; and (6ii) take any action that would reasonably be expected to conflict withPurchaser and its Affiliates may initiate contact with their lenders and provide the information contemplated by Section 7.18(a), or result in a violation of or default (or an event thateach case, in connection with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any transactions contemplated hereunder and who are informed of the Sellers or the Purchased Companies or any material agreements confidential nature of such information and who are subject to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedcustomary confidentiality obligations.

Purchaser Financing. (1a) The Purchaser has delivered shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain funds sufficient to fund the Payment Amount on or prior to the Company a true, complete Closing Date. In furtherance and accurate copy not in limitation of the executed commitment letterforegoing, dated as Purchaser shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and subject only to the conditions described in the Debt Commitment LetterLetter in an amount sufficient to fund the Payment Amounts as promptly as possible but in any event prior to the Closing Date, including (i) maintaining in effect the Debt Commitment Letter (until the termination thereof in accordance with its terms) and complying with its obligations thereunder, (ii) satisfying on a timely basis, and in a manner that will not impede the ability of the Parties to consummate the Transaction promptly upon the Closing Date, all conditions to the funding of the Financing set forth in the Debt Commitment Letter and (iii) negotiating and entering into definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter). Without limiting the generality of the foregoing, in the event that all conditions contained in the Debt Commitment Letter or the Definitive Agreements (other than the consummation of the Transaction, those conditions that by their nature are to be satisfied or waived at Closing and those conditions the failure of which to be satisfied is attributable to a breach by Purchaser of its representations, warranties, covenants or agreements contained in this Agreement) have been satisfied, Purchaser shall cause the Financing Entities to comply with their respective obligations thereunder, including to fund the Financing and to pay related fees and expenses on the Closing Date (including by promptly commencing a litigation proceeding against any breaching Financing Entity or other financial institution to compel such breaching party to provide its portion of the Financing or otherwise comply with its obligations under the Debt Commitment Letter or the relevant Definitive Agreement). Purchaser shall comply with its obligations, and enforce its rights, under the Debt Commitment Letter and Definitive Agreements in a timely and diligent manner. (b) Purchaser shall not, and shall cause its Affiliates not permitto, without the Seller’s prior written consent: consent of the Sellers’ Representativeor agree to or permit any amendment, any amendment replacement, supplement, termination or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter or any definitive agreement or documentation in connection therewith the Definitive Agreements if such amendment, modificationreplacement, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privileged.supplement,

Purchaser Financing. Subject to the Original Agreement (1as modified by this Amendment), Purchaser shall have until the expiration of the Loan Approval Period to either (a) The obtain the Loan Assumption and Release as more particularly provided in Section 4.7 of the Original Agreement or (b) obtain a loan commitment for the New Loan on terms and conditions satisfactory to Purchaser in Purchaser’s sole and absolute discretion, including the form of the documents evidencing the New Loan (the “Loan Commitment”). If Purchaser has delivered timely submitted the Loan Assumption Application as provided in Section 4.5 of the Original Agreement and Section 1 of this Amendment, Purchaser shall have the option to extend the Loan Approval Period as provided in Section 4.7 of the Original Agreement to obtain the Loan Assumption and Release and to approve the other matters contained in Section 4.7 of the Original Agreement if Purchaser has not received the Lender’s written approval of the Loan Assumption and Release prior to the Company a true, complete and accurate copy expiration of the executed commitment letterinitial thirty (30) day Loan Approval Period. If Purchaser has timely submitted the application for a New Loan as provided in Section 1 of this Amendment, dated Purchaser shall have the option to extend the time to obtain the Loan Commitment to the date that is fifteen (15) days after the expiration of the initial thirty (30) day Loan Approval Period if Purchaser has not received a Loan Commitment prior to the expiration of the initial thirty (30) day Loan Approval Period. If Purchaser has pursued both the Loan Assumption and Release and the New Loan in compliance with the Original Agreement (as modified by this Amendment), Purchaser must advise Seller in writing as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent expiration of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by time provided under this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except Section 2 for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance New Loan (the “New Loan Deadline”) which financing method Purchaser shall use to close the purchase of the Property. Purchaser’s failure to provide such notice shall be deemed to be Purchaser’s election to close using the New Loan. If Purchaser Financing elects or is deemed to have elected as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies New Loan Deadline to close the purchase of the Property using the New Loan, all provisions of this Amendment and the Original Agreement (as modified by this Amendment) relating to the Loan Assumption and Release shall be required to: (1) waive of no further force or amend any terms effect and all contingencies relating to the Loan Assumption and Release shall be deemed satisfied and/or waived by Purchaser. If Purchaser elects as of the New Loan Deadline to close the purchase of the Property using the Loan Assumption and Release, all provisions of this Amendment and the Original Agreement or agree to pay any fees or reimburse any expenses; (2as modified by this Amendment) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability relating to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and New Loan shall be derived exclusively from the authority of (and such corporate, limited liability no further force or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedeffect.

Purchaser Financing. Purchaser shall use its best efforts to obtain financing commitments (1the "Commitment Letters") The Purchaser has delivered on or prior to April 30, 2003, that are reasonably satisfactory to the Company a trueand that provide for an amount sufficient to fund the Cash Payment, complete and accurate copy of pay amounts owed to the executed commitment letter, dated as of Senior Lenders under the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. Credit Agreement (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject giving effect to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ RepresentativeSenior Lender/CGW Agreement), any amendment or modification fund $5 million owed by the Company to be made toXxxxx X. Xxxxxxxxxxx, or any waiver or release Xx., fund up to $8 million of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or fees associated with the consummation of the transactions contemplated by this Agreement or adversely impact Agreement, and fund up to (euro)10 million to satisfy the ability working capital requirements of the Purchaser to enforce its rights against Company's German business (the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof"Financing"). The Purchaser shall seek to obtain the Commitment Letters on substantially the same terms contemplated by the Financing Arrangements or shall seek Commitment Letters for alternative financing on terms that are not release materially less favorable from the Financing Arrangements, or consent with lenders substantially similar to those indicated in Section 7.7 as providing the Financing Arrangements, and will use its best efforts to satisfy any conditions to obtaining such Commitment Letters as detailed in the Financing Arrangements. In addition, Purchaser and the Company shall use their reasonable efforts to negotiate and finalize definitive agreements with respect to the termination Financing prior to the mailing of the obligations Proxy Statement, which obligation shall in no way (i) restrict the conditions that may be imposed in such definitive agreements with respect to the closing of such Financing or (ii) alter the lenders under Company's obligation to mail the Proxy Statement to its shareholders at the earliest practicable time. For the avoidance of doubt, obtaining Financing shall not require Purchaser to pay materially greater financing or other fees than as set forth in the Financing Arrangements or require Purchaser to issue any equity to any source of Financing in an amount that is materially more than what is contemplated by the Financing Arrangements. Purchaser shall, for each Commitment Letter, except for assignments provide the Company with written notice (each a "Commitment Letter Notice") when the negotiation of such Commitment Letter has been completed and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant is prepared to the accept and execute such Commitment Letter. . The Company may request, by written notice (2each a "Delay Notice") The Sellers agree that the Purchaser delay the acceptance and execution of any Commitment Letter for up to use commercially reasonable efforts to provide reasonable cooperation in connection with 72 hours following the arrangements receipt by the Purchaser to obtain the advance of the related Delay Notice, if the Company believes in good faith that such additional period is reasonably necessary for the Company to adequately consider any Acquisition Proposal, notice of which has been made and delivered to the Purchaser Financing as contemplated in accordance with this Agreement. The Purchaser agrees to comply with such Delay Notice and refrain from the Commitment Letter; provided, that, neither the Sellers, the Principals nor any acceptance and execution of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and related Commitment Letter unless such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action thatdelay would, in the good faith determination belief of the SellersPurchaser, result in the withdrawal of such Commitment Letter by the lender thereunder, or unless such delay would unreasonably interfere with otherwise cause the conduct Purchaser to breach any of the business of its obligations under this Agreement or would cause any of the Purchased Companies or create an unreasonable risk of damage or destruction conditions in this Agreement not to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedmet.

Purchaser Financing. (1) The Purchaser has delivered assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Company a true, complete and accurate copy of Closing. Notwithstanding the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject foregoing to the terms contrary and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment Letter, and shall not permit, without the prior written consent of the Sellers’ Representative, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: provided that (a) reduce Purchaser fully complies with its obligations under this Contract (including this Section 4.7) and the aggregate amount requirements of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability Assumed Deed of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Financing or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letter. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies Trust (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents Section 21 thereof) in connection therewithwith obtaining the Loan Assumption and Release, (b) Purchaser uses commercially reasonable efforts to obtain the Loan Assumption and Release, as set forth in Section 4.5, and (c) Purchaser does not obtain the written approval of the Lender to the Loan Assumption and Release within 60 days after the Effective Date (the “Loan Approval Period”), then Purchaser shall have the right to give Escrow Agent notice terminating this Contract (the “Loan Assumption Approval Termination”) on or facilitate before the backstop expiration of the Loan Approval Period, in which event this Contract shall be of no further force and effect, subject to and except for Purchaser’s liability pursuant to Section 3.3 and any other provision of this Contract which survives such termination, and Escrow Agent shall forthwith return the Deposit to Purchaser. Provided that Purchaser is not in default under the terms of this Contract, Purchaser shall be permitted a one-time 30-day extension of the Loan Approval Period specified above for the sole purpose of obtaining the Loan Assumption and Release by (i) delivering written notice to Seller no later than 5 days prior to the expiration of the Loan Approval Period, and (ii) simultaneously with such notice to Seller, delivering to Escrow Agent the amount of $50,000.00, which amount when received by Escrow Agent shall be added to the Deposit hereunder, shall be non-refundable (except as otherwise expressly provided herein with respect to the Deposit), and shall be held, credited and disbursed in the same manner as provided hereunder with respect to the Deposit. Purchaser shall also have the right to review and approve, in Purchaser’s sole and absolute discretion, prior to the expiration of the Loan Approval Period, (i) the terms and conditions of the Loan and the Assumed Loan Documents including, without limitation, any deletion or replacement modification of any outstanding letter of creditspecific AIMCO Provisions, (ii) the terms and conditions imposed by Lender to assume the Assumed Loan Documents, including, without limitation, any modifications to the Assumed Loan Documents proposed by Lender as a condition to the Loan Assumption and Release and/or any modifications to the Assumed Loan Documents requested by the Purchaser as a condition to the Loan Assumption and Release that is not expressly conditioned on are rejected by the consummation Lender; and (iii) the form of the Closing documents evidencing the Loan Assumption and Release. If Purchaser fails to provide Seller with written notice of termination prior to the expiration of the Loan Approval Period (as the same may be extended) in strict accordance with the notice provisions of this Contract, Purchaser’s right to terminate under this Section 4.7 shall be permanently waived, this Contract shall remain in full force and effect, the Deposit shall be non-refundable, and Purchaser’s obligation to obtain the Lender’s approval of the Loan Assumption and Release and to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1. Purchaser recognizes and agrees that if the Loan Approval Period expires and Purchaser does not terminate without this Contract, the Loan Assumption and Release shall not be a condition to Purchaser’s obligation to close, and, if the Loan Assumption and Release is not obtained and the Closing has not occurred on or before the Closing Date other than due to a default by Seller, Purchaser shall be in default under this Contract, entitling the Seller to terminate this Contract, in which event the Deposit shall be immediately released to Seller by the Escrow Agent and this Contract shall be of no further force and effect, subject to and except for Purchaser’s liability pursuant to the Purchased Companies upon termination Section 3.3 and any other provision of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and Contract which survives such corporate, limited liability or other organizational actions shall only be taken by) Purchaser as the sole direct and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto to consummate the transactions contemplated under this Agreement; (6) take any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any of the Sellers or the Purchased Companies or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privileged.

Purchaser Financing. (1a) The Purchaser has delivered to will obtain the Company a true, complete and accurate copy proceeds of the executed commitment letter, dated as of the date hereof, among the Purchaser, Compass Bank d/b/a BBVA Compass and BBVA Securities Inc. (the “Commitment Letter”), pursuant to which each lender party thereto has committed to lend, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser (the “Purchaser Financing”) for, among other things, the purpose of financing the transactions contemplated by this Agreement. The Purchaser shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to complete the Purchaser Financing on the terms and conditions described in the Commitment LetterLetters and will cause the Financing to be funded in full at the Closing. Without limiting the generality of the foregoing, Purchaser will: (i) maintain the Commitment Letters in effect in accordance with the terms and subject to the conditions set forth therein; (ii) to the extent applicable, as promptly as practicable after the date of this Agreement, enter into definitive agreements to obtain the proceeds of the Financing at the Closing (the “Definitive Financing Agreements”) on substantially the same terms and conditions set forth in the Commitment Letters and the provisions of this Agreement (it being understood that the Definitive Financing Agreements will contain no conditions precedent to funding beyond those expressly set forth in the Commitment Letters); (iii) obtain all necessary MLB Approvals with respect to the Financing in accordance with the MLB Settlement Agreement; (iv) satisfy on a timely basis all covenants, obligations and conditions set forth in the Commitment Letters and the Definitive Financing Agreements; (v) diligently enforce its rights under the Commitment Letters and Definitive Financing Agreements, and shall if necessary, commence, participate in and diligently (vi) promptly inform the Company in reasonable detail with respect to any material developments in the status of the Financing. (b) Upon obtaining knowledge thereof, Purchaser will promptly (and in any event within one Business Day) give the Company notice of (i) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) on the part of any party to any Commitment Letter or Definitive Financing Agreement, (ii) the receipt by Purchaser or any of its Affiliates of any notice or other communication from any other party to any Commitment Letter or Definitive Financing Agreement with respect to any actual or threatened breach or default by any party under any Commitment Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Commitment Letter or Definitive Financing Agreement, or any provision thereof, (iv) any actual or threatened dispute or disagreement with any Person expected to provide all or a portion of the Financing, and (v) any other circumstance resulting in Purchaser no longer believing in good faith that it will be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letters or the Definitive Financing Agreements. As soon as reasonably practicable, but in any event within two Business Days after the date the Company delivers to Purchaser a request to receive information relating to any circumstance referred to in clause “(i),” “(ii),” “(iii),” “(iv)” or “(v)” of the preceding sentence, Purchaser will provide such information to the Company. (c) Purchaser will not, and will not permitpermit any of its Affiliates to, without the prior written consent of the Sellers’ RepresentativeCompany, take or fail to take any amendment action or modification enter into or fail to enter into any transaction, if the taking of or failure to take such action or the entering into or failure to enter into such transaction could reasonably be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (a) reduce the aggregate amount of the Purchaser Financing; (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) otherwise be reasonably expected to impair, delay or prevent or materially delay the consummation Purchaser’s payment of the Purchaser Financing Closing Payment Amount to the Disbursing Agent at the Closing or the consummation of any of the transactions other Contemplated Transactions. (d) If any portion of the Financing becomes unavailable on the terms and conditions contemplated by in any of the Commitment Letters or Definitive Financing Agreements for any reason, or any of the Commitment Letters or Definitive Financing Agreements is withdrawn, modified, repudiated, terminated or rescinded for any reason, then (without limiting any of Purchaser’s obligations under this Section 4.3) Purchaser will arrange and obtain, as promptly as practicable, from the same and/or alternative financing sources, alternative financing in an amount sufficient to consummate the Contemplated Transactions at the Closing. If any alternative financing is obtained in accordance with the terms of this Section 4.3(d) (“Alternative Financing”), references in this Section 4.3 to the Financing will be deemed to refer to such Alternative Financing, and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Commitment Letter or any Letters and the Definitive Financing Agreements will be deemed to also refer to such commitment letters and definitive financing agreements or documentation relating to such Alternative Financing, and all obligations of Purchaser pursuant to this Section 4.3 will be applicable thereto to the same extent as Purchaser’s obligations with respect thereto. The Purchaser may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof. The Purchaser shall not release or consent to the termination Financing. Purchaser will provide the Company with copies of all Commitment Letters (or amendments or modifications thereto) promptly following the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Financing pursuant to the Commitment Letterexecution thereof. (2) The Sellers agree to use commercially reasonable efforts to provide reasonable cooperation in connection with the arrangements by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; provided, that, neither the Sellers, the Principals nor any of the Purchased Companies shall be required to: (1) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses; (2) enter into any definitive agreement or other documents or make any binding commitment (other than in connection with prepayment notices or other action required to be taken to terminate any existing Indebtedness of the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewith) or facilitate the backstop or replacement of any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability to the Purchased Companies upon termination of this Agreement, or adopt resolutions approving agreements or other documents or take any other corporate actions in connection with the Purchaser Financing that are not expressly conditioned on the consummation of the Closing and shall be derived exclusively from the authority of (and such corporate, limited liability or other organizational actions shall only be taken bye) Purchaser as the sole direct acknowledges and indirect equityholder of the Purchased Companies and the board of directors, board of managers or other governing bodies of the Purchased Companies as constituted after giving effect to the Closing; (3) require any Purchased Company to give any indemnities in connection with the Purchaser Financing agrees that are effective prior to the Closing; (4) take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of any of the Purchased Companies or create an unreasonable risk of damage or destruction to any property or assets of any Purchased Company; (5) take any action that would reasonably be expected to result in a failure of any condition to the obligations of the Parties hereto its obligation to consummate the transactions contemplated under this Agreement; Contemplated Transactions (6including its obligation to make all payments related thereto) take is not subject to or conditioned in any action that would reasonably be expected to conflict with, or result in a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under material applicable Laws, way on the Organizational Documents of any obtaining of the Sellers or the Purchased Companies Financing or any material agreements to which any Seller or Purchased Company is a party or by which any of their respective properties or assets is bound; or (7) disclose any information that is legally privilegedAlternative Financing.