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, supersede
all prior understandings, whether written or oral, among us with respect to the
Bridge Facility 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 WITHOUT LIABILITY TO YOU 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 TEXAS, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE
GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
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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 Bridge
Facility is subject to conditions precedent), including the good faith
negotiation of the Bridge Facility 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 of this
Commitment Letter and Fee Letter, the parties hereto shall proceed with the
negotiation in good faith of the Bridge Facility Documentation for purposes of
executing and delivering the Bridge Facility Documentation substantially
simultaneously with the consummation of the Acquisition.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF