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. (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. (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) 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 Purchaser has delivered shall use its reasonable best efforts 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 shalltake, and shall cause each of its Affiliates toto be taken, use commercially reasonable efforts all actions and to complete do, and to cause to be done, all things necessary, proper, or advisable to arrange, consummate and obtain (i) the Purchaser Equity Financing on the terms and conditions described in the Equity Commitment LetterLetter and (ii) the Debt Financing on the terms and conditions described in the Credit Agreement, in each case, on the Closing Date, including (A) using reasonable best efforts to comply with and maintain in full force and effect the Equity Commitment Letter and the Credit Agreement, (B) using reasonable best efforts to timely negotiate and enter into any additional definitive agreements with respect to the Debt Financing on terms and conditions contemplated by the Credit Agreement (any such agreements, collectively with the Credit Agreement, the “Financing Definitive Agreements”), (C) satisfying or causing to be waived on a timely basis (and, in any event, on or prior to Closing) all conditions to funding the Financing that are applicable to the Purchaser in such Equity Commitment Letter and the Financing Definitive Agreements that are within the Purchaser’s control, (D) using reasonable best efforts to consummate the Financing at or prior to the Closing, (E) enforcing the Purchaser’s rights under the Equity Commitment Letter and the Credit Agreement, and (F) if the conditions set forth in Section 2.03 and Section 2.04 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), consummating the Financing at the Closing. The Purchaser shall not permitamend, without the prior written consent of the Sellers’ Representativeamend and restate, any amendment or modification to be made toreplace, supplement, or otherwise modify or waive any waiver or release of any provision or remedy to be made under, its rights under the Equity Commitment Letter or any definitive agreement Financing Definitive Agreement or documentation in connection therewith if substitute other debt or equity financing for all or any portion of the Debt Financing from the same or alternative financing sources; provided that the Purchaser may amend, amend and restate, replace, supplement, or otherwise modify or waive any of its rights under, the Financing Definitive Agreements, so long as any such amendment, modificationreplacement, supplement, or other modification to or waiver or release would: of any provisions of such Financing Definitive Agreements shall not (ai) reduce permit the aggregate amount syndication of the Debt Financing to parties that are not commercial banks and their Affiliates or the Purchaser Financing; or Affiliates of the Purchaser, (bii) impose new or additional expand upon the conditions precedent to the funding on the Closing Date of the Debt Financing as set forth in the Credit Agreement on the date hereof or otherwise modify the Financing Definitive Agreements in a manner that would, or would reasonably be likely to, prevent, impede, or delay the Closing, including in respect of the availability of the Purchaser Debt Financing; , or by releasing or consenting to the termination of any Financing Definitive Agreement prior to the first to occur of Closing and the expiration of the Credit Agreement in accordance with its terms, (ciii) otherwise be reasonably expected reduce the amount of the Debt Financing or reduce the Financing Parties’ commitments under the Credit Agreement (other than as a result of an assignment of a Financing Parties’ commitment to impairanother Financing Party) unless such reduced amount, prevent or materially delay when combined with the consummation Equity Financing (including any increase thereto) is sufficient to satisfy the Purchaser’s obligations, contemplated by this Agreement, including the payment of the Consideration at the Closing and payment of all fees and expenses of the Purchaser Financing due and payable at the Closing, or the consummation of the transactions contemplated by this Agreement or adversely impact (iv) affect the ability of the Purchaser to enforce its rights against the other Financing Parties or the Sponsor under the Credit Agreement or the Equity Commitment Letter, respectively. (b) Prior to the Closing, the Company and NEP shall, and shall use their reasonable best efforts to cause each of the Company’s and NEP’s respective officers, directors, managers, employees, advisors, third party consultants, and engineers and the Company’s Subsidiaries to, cooperate, in all cases at the Purchaser’s sole cost and expense upon reasonable advance notice by the Purchaser in connection with the Purchaser’s efforts to arrange, consummate, and obtain the Debt Financing (collectively the “Financing Arrangements”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of NEP, the Company or any of the Company’s Subsidiaries), including (i) providing to the Purchaser and the Financing Parties as promptly as practicable after the date of this Agreement unaudited financial statements relating to the Assets for the fiscal year ended December 31, 2018, and, if available prior to the Closing, for the fiscal quarter ended September 30, 2019 (it being understood that such financial statements will be provided on a project basis and will not be audited or reviewed by any independent accounting firm), (ii) participating, and causing appropriate senior management personnel of NEP or the Company to participate, in meetings and telephone calls with a reasonable number of prospective lenders under the Debt Financing in connection with the syndication thereof upon reasonable notice and at a time and location to be mutually agreed, (iii) reasonably cooperating with the due diligence efforts of the lenders that are parties to the Credit Agreement, as such due diligence relates to the Company, its Subsidiaries, the Assets, or NEP; (iv) obtaining the consents and authorizations of accountants and consultants for use of their reports in any materials related to the Debt Financing; (v) reasonably cooperating in the preparation of any appropriate and customary offering memorandum, bank book, or similar documents used in connection with the syndication and marketing of the Financing Arrangements (including the delivery of customary authorizations and representation letters for any offering memorandum or bank book); (vi) having the Company acknowledge the pledge of the Class B Units and by facilitating the Financing Parties’ perfecting any security interest therein; provided that no such action shall be effective until the Closing, and (vii) at least five (5) Business Days prior to Closing (to the extent requested from the Company at least nine (9) Business Days prior to the anticipated Closing), providing all documentation and other information about the Company as is reasonably requested by the Purchaser that is required with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and that is required under the Credit Agreement; provided that the Company and NEP shall not (A) be required to take any action that would or would reasonably be expected to cause any director, officer, employee or other representative of the Company or NEP to incur any personal liability, (B) be required to deliver any legal opinions or accountants’ cold comfort letters or reliance letters, (C) be required to provide any information or other document to the extent (y) the provision thereof would or would reasonably be expected to violate a confidentiality or other agreement with a third party, violate their respective Organizational Documents or any law, rule, regulation, court order, or other legal restriction, or result in a loss of attorney-client privilege or (z) such information or document constitutes attorney work product, (D) be required to (y) pay any commitment or other fee or (z) incur any expense in connection with compliance with this Section 5.04, (E) have any liability or any obligation under the Equity Commitment Letter or any definitive agreements Financing Definitive Agreement (or documentation with respect thereto. The alternative financing that 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 raise in connection with the arrangements transactions contemplated by the Purchaser to obtain the advance of the Purchaser Financing as contemplated in the Commitment Letter; providedthis Agreement), that, neither the Sellers, the Principals nor any of the Purchased Companies shall (F) 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 incur any other corporate actions liability or obligation in connection with the Financing (or any alternative financing that 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 may raise in connection with the Purchaser Financing that are effective prior transactions contemplated by this Agreement in accordance with clause (e) below), or (G) be required to the Closing; (4) take any action that, that would result in the good faith determination of the Sellerscontravention of, 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 violation or breach of, or a default under, any contract to which the Company or NEP is a party, unless, in the case of clauses (D), (E), and (F), the Purchaser has agreed to reimburse, and have indemnified, the Company and NEP on terms reasonably acceptable to the Company and NEP with respect to such expenses. (c) If requested by the Purchaser or any of its Affiliates, following the Closing and the exercise of the Call Option, the Company and NEP will provide the following cooperation: (i) in connection with the Purchaser entering into any Qualifying Financing, providing such cooperation and assistance as the Purchaser or its Affiliates may reasonably request (including, without limitation, (A) entering into one or more “issuer agreements” following the date hereof, in each case, in form and substance agreed to by NEP, the Purchaser and the lenders party thereto, solely to the extent required in connection with (1) a refinancing of the Qualifying Financing by the Purchaser, (2) alternative financing to fund the payment of the Consideration, as contemplated by Section 5.04(e), or (3) additional or substitute financing in connection with any exercise of the Call Option, Class B COC Option, or NEP Change of Control Option in order to permit the Purchaser to repay in full the amount of Indebtedness secured by pledges of the Class B Units to be acquired pursuant to the exercise of such Call Option, as contemplated by Section 7.02, Section 7.03, or Section 7.04 of the A&R LLC Agreement, as applicable, and (B) permitting (x) the Purchaser to transfer, assign, and contribute to its Affiliates any Issued NEP Common Units or the right to receive any such Issued NEP Common Units, (y) the parties to any Qualifying Financing to make any reasonable and necessary amendments to the Credit Agreement prior to a draw of any condition Qualifying Financing, including amendments necessary for the lenders to perfect first priority security interests in any pledged Issued NEP Common Units, and (z) the Purchaser to assign to its Affiliates its rights under the Registration Rights Agreement in accordance with the terms thereof), (ii) using commercially reasonable efforts to enable the deposit of the pledged Issued NEP Common Units in book entry form on the books of The Depository Trust Company, when eligible to do so, and (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged Issued NEP Common Units in the name of the relevant lender, counterparty, custodian or similar party to any Qualifying Financing, as securities intermediary and as record owner and only to the obligations extent the Purchaser or its Affiliates continues to beneficially own such pledged Issued NEP Common Units. (d) The Company and NEP hereby consent to the use of the Parties hereto Company’s and NEP’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to consummate nor reasonably likely to harm or disparage NEP or the transactions Company or the reputation or goodwill of NEP or the Company. (e) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated under in the Credit Agreement, the Purchaser shall (i) immediately notify the Company and NEP of such unavailability and the reasons thereof, and (ii) use reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, (y) alternative financing for any such portion from the same or alternative sources on terms and conditions that are not materially less favorable in the aggregate to the Purchaser than the financing contemplated by the Credit Agreement and (z) one or more new Financing Definitive Agreements with respect to such alternative financing. The alternative financing shall be sufficient to pay, when added with the Equity Financing, the entire amount of the Consideration on the Closing Date and all related fees and expenses of the Purchaser due and payable at the Closing. The Purchaser shall promptly provide the Company and NEP with a copy of any new Financing Definitive Agreement and any related fee letter in connection therewith. If any new Financing Definitive Agreement is obtained, (A) any reference in this Agreement to the “Financing” or the “Debt Financing” shall mean the debt financing contemplated by any such new credit agreement pursuant to the new Financing Definitive Agreements (the “New Credit Agreement; ”), (6B) take any action reference in this Agreement to “Credit Agreement” or “Financing Definitive Agreement” shall be deemed to refer to the New Credit Agreement, and (C) any reference in this Agreement to the “Financing Parties” shall be deemed to include the lender parties to the New Credit Agreement. (f) The Purchaser shall (i) keep the Company and NEP informed on a reasonably current basis in reasonable detail of all material activity concerning the Financing (including the status of its efforts to obtain the Financing or any alternative financing pursuant to Section 5.04(e)) and (ii) promptly provide the Company and NEP with copies of all executed amendments, modifications, or replacements of any Financing Definitive Agreement (it being understood that would any amendments, modifications, or replacements shall only be as permitted herein), all Financing Definitive Agreements entered into after the date hereof, and such other information and documentation available to the Purchaser as shall be reasonably requested by the Company or NEP for purposes of monitoring the progress of the financing activities. Without limiting the generality of the foregoing, the Purchaser shall promptly notify the Company and NEP (A) of any breach or default (or any event or circumstance that could reasonably be expected to conflict withgive rise to any breach or default) by any party to the Financing Definitive Agreements of which the Purchaser becomes aware which could reasonably be expected to affect the conditionality, timing, availability or result in a violation quantum of the Debt Financing, (B) of the receipt by the Purchaser of any written notice or other written communication from any Financing Party or the Sponsor with respect to any breach (or threatened breach) or default (or an any event that, with or without notice or lapse of time or both, would become a default) under, or circumstance that could reasonably be expected to give rise to a right of termination, cancelation any breach or acceleration of any obligation or to loss of a material benefit underdefault), or any termination or repudiation, in each case by any party to increasedthe Equity Commitment Letter or any Financing Definitive Agreements, additional, accelerated and (C) if for any reason the Purchaser at any time believes it will not be able to obtain all or guaranteed rights or entitlements of any Person under material applicable Laws, the Organizational Documents of any portion of the Sellers Financing to be obtained by the Purchaser on the terms, in the manner or from the Purchased Companies sources contemplated by the Equity Commitment Letter or any material agreements Financing Definitive Agreements related 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 privilegedthe Financing.

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.

Purchaser Financing. (1a) Prior to the Effective Time, the Partnership, the GP and the Corporation shall provide, and shall use their commercially reasonable efforts to cause their Agents to provide, all cooperation reasonably requested by the Purchaser in connection with: (i) the arrangement of the Bridge Loans contemplated by the Commitment Letter, including: (i) providing reasonable assistance with the preparation of materials for bank information memoranda and similar documents required in connection with the Bridge Loans, (ii) executing and delivering guarantee, pledge and security documents and related officer certificates or other documents as may be reasonably requested by the Bank (including certificates with respect to solvency and other customary matters for use in reports in any materials relating to the Bridge Loans) and otherwise reasonably facilitating the guaranteeing of obligations and the pledging of collateral, (iii) furnishing the Purchaser and its financing sources as promptly as reasonably practicable with available financial and other pertinent available information regarding the Corporation, the Partnership Entities and the Partnership Subsidiaries as may be reasonably requested by the Purchaser or its financing sources, including information related to the Corporation, the Partnership Entities or the Partnership Subsidiaries required by regulatory authorities including under applicable “know your client” and anti-money laundering rules and regulations and other cooperation and assistance as may be reasonably requested by the Purchaser, (iv) permitting the prospective lenders involved in such financing to evaluate and appraise the Corporation’s, the Partnership’s and the Partnership Subsidiaries’ current assets and liabilities, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; and (v) causing the taking of actions by the Corporation, the Partnership Entities and the Partnership Subsidiaries reasonably necessary to permit the completion of the Bridge Financing; and (ii) the proposed public and/or private offerings by the Purchaser of approximately $423 million of debt and approximately $200 million of equity to enable the Purchaser to pay the cash consideration payable to the Partnership Unitholders and the Corporation Shareholders pursuant to the Plan of Arrangement, as an alternative to or to repay the Bridge Loans (the “Securities Offerings”), including: (i) furnishing the Purchaser as promptly as reasonably practicable with available financial and other pertinent available information regarding the Corporation, the Partnership Entities and the Partnership Subsidiaries and other cooperation and assistance as may be reasonably requested by the Purchaser, including, the relevant financial information required under applicable Securities Laws for a prospectus offering in Canada and the United States or reasonably requested by the proposed underwriters for due diligence purposes; (ii) participating in a reasonable number of roadshow meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective underwriters, investors and rating agencies in connection with the Securities Offerings; (iii) assisting with the preparation of materials for rating agency presentations, information memoranda, and other documents required in connection with the Securities Offerings (including requesting any consents of accountants for use of their reports in prospectuses or in any other materials relating thereto and the delivery of customary comfort letters for prospectus offerings in Canada and the United States); and (iv) causing the taking of actions by the Corporation, the Partnership Entities and the Partnership Subsidiaries reasonably necessary to permit the completion of the Securities Offerings; provided, however, that nothing in this Section 4.11(a) shall require (i) any cooperation to the extent that it would materially and unreasonably interfere in any material respect with the business or operations of the Corporation, the Partnership Entities or the Partnership Subsidiaries; (ii) the Partnership Entities or the Corporation to make any expenditures or incur any costs unless they have first received an appropriate indemnity from the Purchaser indemnifying them for and agreeing to reimburse them for any such expenditures or costs; and (iii) the Partnership Entities or the Corporation to enter into, execute or deliver any guarantee, pledge, security document or other agreement unless such guarantee, pledge, security document or other agreement by its terms and conditions does not become effective until on or after the Effective Time. (b) The Corporation, the Partnership Entities and the Partnership Subsidiaries hereby consent to the reasonable use of their logos in connection with any of the financings contemplated hereby, provided that such logos are used in a manner that is not intended to harm or disparage such entities or their marks. (c) 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, will use commercially reasonable efforts to complete fulfill and comply with all of its obligations under the Commitment Letter and to satisfy or cause the satisfaction of all of the conditions precedent to the funding of the Bridge Loans on or before the Effective Date (or such earlier date required by the Commitment Letter). The Purchaser will notify the Partnership Entities and the Corporation promptly upon becoming aware of any breach or default by the Purchaser Financing on under the terms and conditions described Commitment Letter or the failure or reasonably likely failure of any condition in the Commitment Letter, and shall Letter to be satisfied. The Purchaser will not permit, terminate or amend the Commitment Letter without the prior written consent of the Sellers’ RepresentativePartnership Entities and the Corporation. (d) In the event that the credit facility available to the Partnership that forms part of the Bridge Loans is drawn in whole or in part by the Partnership, the Purchaser covenants and agrees to provide a subordinated guarantee (subordinated to the Bridge Loan and any amendment and all other existing or modification future indebtedness of the Purchaser) of the 5.87% Senior Notes due August 15, 2017 and 5.97% Senior Notes due August 15, 2019 issued by CPI Power (US) GP, the 5.9% Senior Notes due July 15, 2014 issued by ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC and the 5.95% medium term notes due June 23, 2036 issued by the Partnership, effective as at the Effective Time and in form and substance satisfactory to the Partnership, acting reasonably. (e) If the Purchaser determines, in its sole discretion, that any draw is required to be made to, or any waiver or release by the Partnership under the Bridge Loans in order to complete the Arrangement: (i) the Partnership shall make such draw prior to the Effective Time; (ii) the Plan of any provision or remedy to Arrangement shall be made under, the Commitment Letter or any definitive agreement or documentation amended in connection therewith if such amendment, modification, waiver or release would: (aaccordance with its terms as is contemplated in Section 4.1(e) reduce the aggregate amount of the Plan of Arrangement; and (iii) the Purchaser Financing; (b) impose new or additional conditions precedent shall cause the Partnership to loan the amount so drawn to the availability Purchaser immediately following the acquisition of Partnership Units by 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 Plan 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 Arrangement 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 completion 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 privilegedArrangement.

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. 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 to▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, or any waiver or release ▇▇., 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. (1a) 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 best efforts to complete take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Purchaser Financing on the terms and subject to the conditions described in or contemplated by the Financing Commitment Letters, including using its reasonable best efforts to: (i) maintain in full force and effect the Financing Commitments, (ii) satisfy on or prior to the Closing Date all conditions to funding applicable to Purchaser in the Debt Commitment Letter and/or the definitive agreements with respect thereto (the “Debt Financing Documents” and, together with the definitive agreements for the Equity Financing, collectively, the “Financing Documents”) (including by consummating the Equity Financing at or prior to Closing), (iii) negotiate and enter into the Debt Financing Documents prior to the Closing Date on the terms and subject to the 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 Debt Commitment Letter (including any “market flex” provisions contained therein) or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: otherwise on terms that would not (aA) reduce the aggregate amount of the Debt Financing below the amount necessary for Purchaser Financing; to pay the Required Funds or (bB) impose new or additional material conditions precedent to the availability receipt of the Purchaser Debt 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 case of the Sellersthis clause (B), 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 delay or prevent Closing, (iv) consummate the Debt Financing on or prior to the Closing Date (it being understood that it is not a condition to Closing under this Agreement for Purchaser to obtain the Debt Financing or any Alternative Financing) and (v) enforcing its rights under the Debt Financing Commitments (other than through litigation). Purchaser shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 2.2 and Section 2.3 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent requested by Seller from time to time, Purchaser shall keep Seller informed on a failure reasonably current basis of any condition material developments in respect of the status of the conditions precedent to the funding of, or availability of, the Debt Financing (or Alternative Financing), and upon reasonable request, Purchaser shall provide to Seller copies of all material documents related to the Financing (or Alternative Financing) or any other document related to the Financing (or Alternative Financing) affecting any rights or obligations of Seller or its Affiliates (if any). In the Parties hereto event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter (after taking into account the “market flex” provisions thereof) such that the aggregate Debt Financing that is available, when taken together with the Purchaser’s existing cash on hand and the aggregate amount of Equity Financing, is insufficient to consummate satisfy the transactions Required Funds, Purchaser shall, as promptly and practicable following the occurrence of such event, use reasonable best efforts to obtain alternative financing, including from alternative sources, that provides for financing (A) on terms that are not materially less favorable (including with respect to “market flex” provisions and conditions to the availability and funding of the Debt Financing), in the aggregate to Purchaser than the terms and conditions set forth in the Debt Commitment Letter (the “Alternative Financing”), (B) in an amount, when added with Purchaser’s existing cash on hand, the Equity Financing Commitments and any portion of the Debt Financing Commitments that are available, that is not less than the Required Funds and (C) which would not (x) involve any new or additional conditions to funding the Debt Financing that would not reasonably be expected to delay or prevent the Closing and (y) reasonably be expected to prevent, impede or delay the consummation of the Debt Financing or such Alternative Financing or the Transactions contemplated under by this Agreement; . Without limiting the generality of the foregoing, Purchaser shall reasonably promptly notify Seller in writing (6i) take if there exists any action that material breach, default, legal repudiation, cancellation or termination by any party to any Financing Commitment Letter of which the Purchaser becomes aware, which material breach, default, legal repudiation, cancellation or termination would reasonably be expected to conflict withadversely affect the conditions to, or result in a violation availability of or default amount of the applicable Financing, (or an event that, with or without ii) of the receipt by Purchaser of any written notice or lapse of time other written communication from the Sponsor or bothany Debt Financing Source with respect to any actual breach, would become a default) under, cancellation 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 Lawstermination by such Sponsor, the Organizational Documents of parties to the Equity Commitment Letter or any Debt Financing Source or (iii) if for any reason Purchaser or Sponsors believes in good faith that there is a reasonable possibility that all or any portion of the Sellers or Financing will be unavailable on 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.Closing Date;

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. (1i) 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 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 use its Affiliates to, use commercially reasonable best efforts to complete take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the Purchaser Financing on the terms and conditions described in the Commitment LetterLetters or on other terms that would not reduce the amount of proceeds of the Financing below the amount necessary for Purchaser to consummate the Contemplated Transactions on the terms contemplated hereby and would not reasonably be expected to delay the Closing or make funding materially less likely to occur on the Closing Date (including the exercise of so-called “flex” provisions) on or before the Closing (including using reasonable best efforts to (A) satisfy (or obtain the waiver of) all conditions and covenants applicable to Purchaser in the Commitment Letters and such definitive agreements to be entered into pursuant to the Commitment Letters; provided that with respect to any conditions or covenants that are not within the control of Purchaser, the Purchaser shall only be obligated to use commercially reasonable efforts, and shall not permit, without (B) negotiate and enter into definitive agreements with respect to the prior written consent of Financing consistent with 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, terms and conditions contained in the Commitment Letter or on other terms no less favorable, in the aggregate, to Purchaser than the terms and conditions (including the “flex” provisions) contemplated by the Commitment Letters (or on other terms that would not reasonably be expected to delay the Closing or make funding materially less likely to occur on the Closing Date), other than, in each case, (i) a waiver of any definitive agreement closing conditions by lender(s) 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; their agent 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 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 who had not executed the Commitment Letter Letters as of the date hereof or to reassign titles to such parties who had executed the Commitment Letters as of the date hereof. The At the written request of the Company, Purchaser shall provide the Company with such information and material documentation as shall be reasonably requested by the Company. It is understood and agreed that “reasonable best efforts” as used in this Section 4.6 shall not release require Purchaser to obtain alternative financing if such financing, in Purchaser’s reasonable business judgment, is less favorable in the aggregate (including with respect to fees payable by Purchaser or consent its Affiliates thereunder) to Purchaser than the termination of the obligations of the lenders under Financing contemplated in 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 Letters (including with respect to the Commitment Letterany “flex” provisions). (2ii) The Sellers agree Subject to the terms and conditions of the Commitment Letters, Purchaser shall use commercially its reasonable best efforts to cause the Financing Sources and the other Persons providing the Financing to provide the Financing on the Closing Date. In the event any portion of the Financing contemplated in the Commitment Letters becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Commitment Letters, Purchaser shall use its reasonable cooperation best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange to obtain alternative debt financing from alternative sources in an amount sufficient to consummate the Contemplated Transactions and on terms and conditions no less favorable, in the aggregate, to Purchaser than those in the Commitment Letters as promptly as practicable following the occurrence of such event, provided that in no event shall Purchaser or any of its Affiliates be required to commence any litigation or other legal proceeding against any of its Financing Sources 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 SellersLetters, the Principals nor Financing (including any of the Purchased Companies shall be required to: (1) waive or amend any terms of alternative financing), this Agreement or agree the transactions contemplated hereby. Purchaser shall deliver to pay Sellers true and complete copies of all alternate commitment letters and other Contracts entered into in connection with such alternate Financing (subject to customary redactions of fees in the case of any fees or reimburse fee letters) promptly after the execution thereof. (iii) Purchaser shall promptly (and in any expenses; event, within two (2) enter into Business Days) notify the Company in writing (i) of any material breach or material 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 material breach or material default) by Purchaser under the Commitment Letters or any definitive agreements related thereto or, to the Knowledge of Purchaser, any other party to any Commitment Letter or definitive agreement related thereto, (ii) of the receipt by Purchaser or any of its Representatives of any written notice or communication from any Person with respect to any (A) actual or potential material breach, default, termination or repudiation by any party to any Commitment Letter or any definitive agreement related thereto (including any proposal by any Financing Source to withdraw, terminate, reduce the amount of financing 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 delay the timing of financing contemplated by the Purchased Companies (including, without limitation, to facilitate the release of Liens and return of collateral, instruments, notes or documents in connection therewithCommitment Letters) or facilitate the backstop (B) material dispute or replacement of material disagreement between or among any outstanding letter of credit) that is not expressly conditioned on the consummation of the Closing and does not terminate without liability parties to the Purchased Companies upon termination of this Agreement, any Commitment Letter 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 thatdefinitive agreement related thereto, in the good faith determination case of the Sellersclauses (A) and (B) above, 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 could reasonably be expected to result in a failure of any condition to Purchaser not receiving, or delaying the obligations receipt of, the proceeds of the Parties hereto Financing necessary for Purchaser to consummate the transactions Contemplated Transactions on terms contemplated under this Agreement; hereby on the Closing Date, and (6iii) take if at any action time Purchaser believes in good faith that it will not obtain all or any portion of the Financing necessary for the funding of the Transactions on or before the Closing. (iv) Without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), Purchaser shall not consent to any amendment or modification to (other than pursuant to the exercise of so-called “flex” provisions), or any waiver of any provision or remedy under, any Commitment Letter if such amendment, modification or waiver would impose new or additional conditions precedent or change the conditions precedent set forth therein (unless such expanded or new conditions precedent would not reasonably be expected to conflict withprevent, impair or result in a violation materially delay the Closing), reasonably be expected to materially delay the timing of the Closing, reduce the aggregate cash amount of the funding commitments thereunder below the amount necessary for Purchaser to consummate the Contemplated Transactions on the terms contemplated hereby, materially and adversely impact the ability of Purchaser to enforce its rights under the Commitment Letters or default to consummate the Contemplated Transactions (or an event collectively, the “Restricted Commitment Letter Amendments”) (for the avoidance of doubt, it is understood that, with subject to the limitations set forth in this Section 4.6 and in the Commitment Letters, Purchaser may amend any Commitment Letter to add or without notice replace lenders, lead arrangers, bookrunners, syndication agents or lapse similar entities). For purposes of time this Agreement, references to either “Commitment Letter” and to the “Financing” (in each case, other than references to such terms for purposes of representations made at the date of this Agreement) shall include such document and such financing contemplated thereby as permitted or bothrequired by this Section 4.6 to be amended, would become a default) undermodified, replaced or give rise to a right of terminationwaived, cancelation in each case from and after such amendment, modification, replacement 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 privilegedwaiver.