parties hereto
(and Indemnified Persons to the extent expressly set forth herein). Subject to
the limitations set forth in Section 3 above, the Commitment Parties reserve the
right to employ the services of their affiliates or branches in providing
services contemplated hereby and to allocate, in whole or in part, to their
affiliates or branches certain fees payable to the Commitment Parties in such
manner as the Commitment Parties and their affiliates or branches may agree in
their sole discretion and, to the extent so employed, such affiliates and
branches shall be entitled to the benefits and protections afforded to, and
subject to the provisions governing the conduct of, the Commitment Parties
hereunder. This Commitment Letter may not be amended or any provision hereof
waived or modified except by an instrument in writing signed by each of the
Commitment Parties and you. This Commitment Letter may be executed in any number
of counterparts, each of which shall be deemed an original and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
counterpart of a signature page of this Commitment Letter by facsimile
transmission or other electronic transmission (i.e., a "pdf" or "tif") shall be
effective as delivery of a manually executed counterpart hereof. This Commitment
Letter (including the exhibits hereto), together with the Fee Letter dated the
date hereof, supersede all prior understandings, whether written or oral, among
us with respect to the Credit Facilities and sets forth the entire understanding
of the parties hereto with respect thereto. THIS COMMITMENT LETTER AND THE FEE
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE
DEFINITION OF "MATERIAL ADVERSE EFFECT" (AS DEFINED IN THE ACQUISITION
AGREEMENT) (AND WHETHER OR NOT A MATERIAL ADVERSE EFFECT HAS OCCURRED), (B) THE
DETERMINATION OF THE ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT
REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU AND ANY OF
YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR AND ITS OBLIGATIONS THEREUNDER
OR TO DECLINE TO CONSUMMATE THE ACQUISITION AND (C) THE DETERMINATION OF WHETHER
THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE
ACQUISITION AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
Each of the parties hereto agrees that (i) this Commitment Letter is a binding
and enforceable agreement with respect to the subject matter contained herein
(it being understood and agreed that the availability and funding of the Credit
Facilities is subject to conditions precedent), including the good faith
negotiation of the Credit Facilities Documentation by the parties hereto in a
manner consistent with this Commitment Letter and (ii) the Fee Letter is a
legally valid and binding agreement of the parties thereto with respect to the
subject matter set forth therein. Promptly following the execution