OR ESCALATION OF HOSTILITIES
OR OTHER NATIONAL OR INTERNATIONAL CALAMITY OR CRISIS OF SUCH MAGNITUDE IN ITS
EFFECT ON THE FINANCIAL MARKETS OF THE UNITED STATES AS, IN THE MANAGER'S
JUDGMENT, TO MAKE IT IMPRACTICABLE TO MARKET THE SHARES.
IF THE MANAGER ELECTS
TO TERMINATE ITS OBLIGATIONS PURSUANT TO THIS SECTION 7(E), THE COMPANY SHALL BE
NOTIFIED PROMPTLY IN WRITING.
SECTION 8.
NOTICES.
EXCEPT AS OTHERWISE HEREIN PROVIDED, ALL STATEMENTS,
REQUESTS, NOTICES AND AGREEMENTS SHALL BE IN WRITING AND DELIVERED BY HAND,
OVERNIGHT COURIER, MAIL OR FACSIMILE AND, IF TO THE MANAGER, SHALL BE SUFFICIENT
IN ALL RESPECTS IF DELIVERED OR SENT TO BANC OF AMERICA SECURITIES LLC, 9 WEST
57TH STREET, NEW YORK, NY 10019, ATTENTION:
ECM LEGAL; IF TO THE COMPANY, IT
SHALL BE SUFFICIENT IN ALL RESPECTS IF DELIVERED OR SENT TO THE COMPANY AT THE
OFFICES OF THE COMPANY AT 600 HALE STREET, PRIDES CROSSING, MA 01965,
ATTENTION:
CHIEF FINANCIAL OFFICER.
EACH PARTY TO THIS AGREEMENT MAY CHANGE
SUCH ADDRESS FOR NOTICES BY SENDING TO THE PARTIES TO THIS AGREEMENT WRITTEN
NOTICE OF A NEW ADDRESS FOR SUCH PURPOSE.
SECTION 9.
PARTIES.
THE AGREEMENT HEREIN SET FORTH HAS BEEN AND IS MADE SOLELY
FOR THE BENEFIT OF THE MANAGER, THE FORWARD PURCHASER AND THE COMPANY AND TO THE
EXTENT PROVIDED IN SECTION 5 HEREOF THE CONTROLLING PERSONS, DIRECTORS AND
OFFICERS REFERRED TO IN SUCH SECTION, AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS,
HEIRS, PERSONAL REPRESENTATIVES AND EXECUTORS AND ADMINISTRATORS.
NO OTHER
PERSON, PARTNERSHIP, ASSOCIATION OR CORPORATION (INCLUDING A PURCHASER, AS SUCH
PURCHASER, FROM ANY OF THE MANAGER) SHALL ACQUIRE OR HAVE ANY RIGHT UNDER OR BY
VIRTUE OF THIS AGREEMENT.
SECTION 10.
ADJUSTMENTS FOR STOCK SPLITS.
THE PARTIES ACKNOWLEDGE AND AGREE
THAT ALL SHARE RELATED NUMBERS CONTAINED IN THIS AGREEMENT SHALL BE ADJUSTED TO
TAKE INTO ACCOUNT ANY STOCK SPLIT EFFECTED WITH RESPECT TO THE SHARES.
SECTION 11.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
AND SUPERSEDES ALL OTHER PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERTAKINGS,
BOTH WRITTEN AND ORAL, AMONG THE PARTIES HERETO WITH REGARD TO THE SUBJECT
MATTER HEREOF.
SECTION 12.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED BY THE PARTIES IN ONE
OR MORE COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT
AMONG THE PARTIES.
SECTION 13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
28
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY ("RELATED PROCEEDINGS") MAY BE
INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE
CITY AND COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE COURTS OF THE STATE OF
NEW YORK IN EACH CASE LOCATED IN THE CITY AND COUNTY OF NEW YORK, BOROUGH OF
MANHATTAN
(COLLECTIVELY, THE "SPECIFIED COURTS"), AND EACH PARTY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION (EXCEPT FOR PROCEEDINGS INSTITUTED IN
REGARD TO THE ENFORCEMENT OF A JUDGMENT OF ANY SUCH COURT (A "RELATED
JUDGMENT"),