THE LENDERS AND THEIR SUCCESSORS AND
ASSIGNS AND TO THE BENEFIT OF BORROWER AND BORROWER'S SUCCESSORS AND PERMITTED
ASSIGNS; PROVIDED THAT BORROWER SHALL NOT HAVE ANY RIGHT TO (I) ASSIGN THIS
PLEDGE AGREEMENT OR ANY INTEREST HEREIN, OR (II) TO ASSIGN ANY INTEREST IN THE
COLLATERAL OR ANY PART THEREOF, OR OTHERWISE PLEDGE, ENCUMBER OR GRANT ANY
OPTION WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF, OR ANY CASH OR
PROPERTY HELD BY BORROWER AS COLLATERAL UNDER THIS PLEDGE AGREEMENT IF ANY SUCH
ASSIGNMENT, PLEDGE, ENCUMBRANCE OR GRANT WOULD CONSTITUTE A VIOLATION OF THE
LOAN AGREEMENT.
THE RIGHTS OF AGENT UNDER THIS PLEDGE AGREEMENT SHALL
AUTOMATICALLY BE TRANSFERRED TO ANY TRANSFEREE TO WHICH AGENT TRANSFERS THE NOTE
AND LOAN AGREEMENT PURSUANT TO THE TERMS THEREOF.
THE CONSTRUCTION,
INTERPRETATION, VALIDITY, ENFORCEABILITY AND EFFECT OF ALL PROVISIONS OF THIS
PLEDGE AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OF THE OBLIGATIONS
AND THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REGARD TO CONFLICTS OF LAWS).
BORROWER AGREES TO SUBMIT
TO NON-EXCLUSIVE PERSONAL JURISDICTION IN SUFFOLK COUNTY, IN THE COMMONWEALTH OF
MASSACHUSETTS IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS PLEDGE AGREEMENT
AND, IN FURTHERANCE OF SUCH AGREEMENT, BORROWER HEREBY AGREES AND CONSENTS THAT,
WITHOUT LIMITING OTHER METHODS OF OBTAINING JURISDICTION, PERSONAL JURISDICTION
OVER
12
BORROWER IN ANY SUCH ACTION OR PROCEEDING MAY BE OBTAINED WITHIN OR WITHOUT THE
JURISDICTION OF ANY COURT LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS AND THAT
ANY PROCESS OR NOTICE OF MOTION OR OTHER APPLICATION TO ANY SUCH COURT IN
CONNECTION WITH ANY SUCH ACTION OR PROCEEDING MAY BE SERVED UPON BORROWER BY
REGISTERED OR CERTIFIED MAIL TO OR BY PERSONAL SERVICE AT THE LAST KNOWN ADDRESS
OF BORROWER, WHETHER SUCH ADDRESS BE WITHIN OR WITHOUT THE JURISDICTION OF ANY
SUCH COURT.
22.
EXECUTIVE OFFICES.
BORROWER SHALL NOT (I)
CHANGE THE LOCATION OF ITS CHIEF EXECUTIVE OFFICES OR SOLE PLACE OF BUSINESS
FROM THE LOCATION AS OF THE DATE HEREOF OR REMOVE ITS BOOKS AND RECORDS FROM
SUCH LOCATION, OR (II) CHANGE ITS NAME, IDENTITY OR STRUCTURE IF, IN EITHER
CASE, SUCH CHANGE IS PROHIBITED BY THE LOAN AGREEMENT.
23.
NOTICES.
NOTICES BY AGENT TO BORROWER, TO
BE EFFECTIVE, SHALL BE IN WRITING AND SHALL BE HAND-DELIVERED OR SENT BY FEDERAL
EXPRESS, OR OTHER REPUTABLE NATIONAL OVERNIGHT COURIER SERVICE, OR BY POSTAGE
PRE-PAID REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
BORROWER AT ITS ADDRESS SET FORTH BELOW ITS SIGNATURE HERETO, WITH A COPY IN
EACH INSTANCE TO POST HEYMANN & KOFFLER LLP AT THE ADDRESS SET FORTH IN
SECTION 14.1 OF THE LOAN AGREEMENT, AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN
OR MADE (A) WHEN DELIVERED IF HAND-DELIVERED OR SENT BY FEDERAL EXPRESS, OR
OTHER REPUTABLE NATIONAL OVERNIGHT COURIER SERVICE, OR (B) WHEN DELIVERED IF
SENT BY REGISTERED OR CERTIFIED MAIL.
ANY COMMUNICATIONS BY BORROWER TO AGENT
MAY BE GIVEN IN ANY MANNER