Parties by such time.
(b) In the event this Commitment Letter is accepted by you as provided above,
the Commitment and agreements of Wells Fargo Bank and the undertakings of Wells
Fargo Securities set forth herein will automatically terminate without further
action or notice upon the earliest to occur of (i) consummation of the
Acquisition (with or without the use of the Senior Credit Facilities),
(ii) termination of the Acquisition Agreement, (iii) the "End Date" (as defined
in the Acquisition Agreement and as the same may be extended in accordance with
the provisions thereof) and (iv) 5:00 p.m. (Eastern Time) on November 3, 2015,
if the Closing Date shall not have occurred by such time.
12. Survival. The sections of this Commitment Documents relating to
Indemnification, Expenses, Confidentiality, Other Services, Survival and
Governing Law shall survive any termination or expiration of this Commitment
Letter, the Commitment of Wells Fargo Bank or the undertakings of Wells Fargo
Securities set forth herein (regardless of whether definitive Financing
Documentation is executed and delivered), and the sections relating to
Syndication and Information shall survive until the Syndication Date; provided
that your obligations under this Commitment Letter (other than your obligations
with respect to the sections of this Commitment Letter relating to Syndication,
Information, Confidentiality, Other Services, Survival and Governing Law) shall,
to the extent covered thereby, be superseded by the provisions of the Financing
Documentation upon the initial funding thereunder.
13. Governing Law. THE COMMITMENT DOCUMENTS, AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY
CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER
HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY
OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT,
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT
ANY DETERMINATIONS AS TO (X) WHETHER ANY SPECIFIED ACQUISITION AGREEMENT
REPRESENTATIONS HAVE BEEN BREACHED AND WHETHER AS A RESULT OF ANY BREACH THEREOF
YOU HAVE THE RIGHT TO TERMINATE YOUR OBLIGATIONS UNDER THE ACQUISITION AGREEMENT
OR TO OTHERWISE DECLINE TO CLOSE THE ACQUISITION, (Y) WHETHER AN "ACQUIRED
COMPANY MATERIAL ADVERSE EFFECT" (AS DEFINED IN THE CONDITIONS ANNEX) HAS
OCCURRED, AND (Z) 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 THE LAWS OF
10
THE STATE OF DELAWARE. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THE COMMITMENT DOCUMENTS OR THE
PERFORMANCE OF SERVICES THEREUNDER. With respect to any suit, action or
proceeding arising in respect of this Commitment Letter or the Fee Letters or
any of the matters contemplated hereby or thereby, the parties hereto hereby
irrevocably and unconditionally submit to the exclusive jurisdiction of any