Common use of Waivers and Amendments; Successors and Assigns; Governing Law; Venue Clause in Contracts

Waivers and Amendments; Successors and Assigns; Governing Law; Venue. This Pledge Agreement shall be binding upon the respective successors and assigns of Pledgor and all Persons who become bound as a debtor (within the meaning of the Code) to this Pledge Agreement and shall inure to the benefit of Mezzanine Lender, its successors and assigns. The rights of Mezzanine Lender under this Pledge Agreement shall automatically be transferred to any transferee to which Mezzanine Lender transfers the Note and Mezzanine 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 Indebtedness and the legality of the interest rate and other charges shall be construed and enforced in accordance with the internal laws of the State of New Jersey (without regard to conflict of laws principles) except to the extent that the Code requires the application of the law of another jurisdiction with respect to the perfection, priority or enforcement of the security interest granted hereby. Pledgor agrees to submit to non-exclusive personal jurisdiction in Essex County, in the State of New Jersey and in any action or proceeding arising out of this Pledge Agreement and, in furtherance of such agreement, Pledgor hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Pledgor in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State of New Jersey 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 Pledgor by registered or certified mail to or by personal service at the last known address of Pledgor, whether such address be within or without the jurisdiction of any such court.

Waivers and Amendments; Successors and Assigns; Governing Law; Venue. None of the terms or provisions of this Pledge Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought. This Pledge Agreement shall be binding upon the respective Borrower and Agent, and the successors and assigns of Pledgor and all Persons who become bound as a debtor (within the meaning of the Code) to this Pledge Agreement each, and shall inure to the benefit of Mezzanine LenderAgent and the Lenders, its and their successors and assigns, and to the benefit of the Borrower and the Borrower’s successors and permitted assigns; provided that the Borrower shall not have any right to (i) assign this Pledge Agreement or any interest herein, or (ii) 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 the 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 Mezzanine Lender Agent under this Pledge Agreement shall automatically be transferred to any transferee to which Mezzanine Lender Agent transfers the Note and Mezzanine the 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 Indebtedness Obligations and the legality of the interest rate and other charges shall be construed and enforced in accordance with the internal laws of the State of New Jersey (without regard to conflict York. The terms of laws principles) except to the extent that the Code requires the application Section 15.6 of the law of another jurisdiction with respect Loan Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to the perfection, priority or enforcement of the security interest granted hereby. Pledgor agrees to submit to non-exclusive personal jurisdiction in Essex County, in the State of New Jersey and in any action or proceeding arising out of this Pledge Agreement and, in furtherance of such agreement, Pledgor hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over Pledgor in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State of New Jersey 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 Pledgor by registered or certified mail to or by personal service at the last known address of Pledgor, whether such address be within or without the jurisdiction of any such courtterms.

Waivers and Amendments; Successors and Assigns; Governing Law; Venue. None of the terms or provisions of this Pledge Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought. This Pledge Agreement shall be binding upon the respective Borrower, Agent and the Lenders, and the successors and assigns of Pledgor and all Persons who become bound as a debtor (within the meaning of the Code) to this Pledge Agreement each, and shall inure to the benefit of Mezzanine Lender, its Agent and the Lenders and their successors and assigns and to the benefit of the Borrower and the Borrower's successors and permitted assigns; provided that the 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 the 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 Mezzanine Lender Agent under this Pledge Agreement shall automatically be transferred to any transferee to which Mezzanine Lender Agent transfers the Note and Mezzanine 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 Indebtedness Obligations and the legality of the interest rate and other charges shall be construed and enforced in accordance with the internal laws of the State The Commonwealth of New Jersey Massachusetts (without regard to conflict conflicts of laws principles) except to the extent that the Code requires the application of the law of another jurisdiction with respect to the perfection, priority or enforcement of the security interest granted herebylaws). Pledgor The Borrower agrees to submit to non-exclusive personal jurisdiction in Essex Suffolk County, in the State The Commonwealth of New Jersey and Massachusetts in any action or proceeding arising out of this Pledge Agreement and, in furtherance of such agreement, Pledgor the Borrower hereby agrees and consents that that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Pledgor the Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State The Commonwealth of New Jersey 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 Pledgor the Borrower by registered or certified mail to or by personal service at the last known address of Pledgorthe Borrower, whether such address be within or without the jurisdiction of any such court.

Waivers and Amendments; Successors and Assigns; Governing Law; Venue. None of the terms or provisions of this Pledge Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought. This Pledge Agreement shall be binding upon NMLP, the respective Administrative Agent and the Lenders, and the successors and assigns of Pledgor and all Persons who become bound as a debtor (within the meaning of the Code) to this Pledge Agreement each, and shall inure to the benefit of Mezzanine Lender, its the Administrative Agent and the Lenders and their successors and assigns and to the benefit of NMLP and NMLP’s successors and permitted assigns; provided that NMLP 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 NMLP 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 Mezzanine Lender the Administrative Agent under this Pledge Agreement shall automatically be transferred to any transferee to which Mezzanine Lender the Administrative Agent transfers the NMLP Note and Mezzanine 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 Indebtedness NMLP Obligations and the legality of the interest rate and other charges shall be construed and enforced in accordance with the internal laws of the State The Commonwealth of New Jersey Massachusetts (without regard to conflict conflicts of laws principles) except to the extent that the Code requires the application of the law of another jurisdiction with respect to the perfection, priority or enforcement of the security interest granted herebylaws). Pledgor NMLP agrees to submit to non-exclusive personal jurisdiction in Essex Suffolk County, in the State The Commonwealth of New Jersey and Massachusetts in any action or proceeding arising out of this Pledge Agreement and, in furtherance of such agreement, Pledgor NMLP hereby agrees and consents that that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Pledgor NMLP in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State The Commonwealth of New Jersey 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 Pledgor NMLP by registered or certified mail to or by personal service at the last known address of PledgorNMLP, whether such address be within or without the jurisdiction of any such court.

Waivers and Amendments; Successors and Assigns; Governing Law; Venue. None of the terms or provisions of this Pledge Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought. This Pledge Agreement shall be binding upon NMLP, Agent and the respective Lenders, and the successors and assigns of Pledgor and all Persons who become bound as a debtor (within the meaning of the Code) to this Pledge Agreement each, and shall inure to the benefit of Mezzanine Lender, its Agent and the Lenders and their successors and assigns and to the benefit of NMLP and NMLP's successors and permitted assigns; provided that NMLP 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 NMLP 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 Mezzanine Lender Agent under this Pledge Agreement shall automatically be transferred to any transferee to which Mezzanine Lender Agent transfers the NMLP Note and Mezzanine 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 Indebtedness NMLP Obligations and the legality of the interest rate and other charges shall be construed and enforced in accordance with the internal laws of the State The Commonwealth of New Jersey Massachusetts (without regard to conflict conflicts of laws principles) except to the extent that the Code requires the application of the law of another jurisdiction with respect to the perfection, priority or enforcement of the security interest granted herebylaws). Pledgor NMLP agrees to submit to non-exclusive personal jurisdiction in Essex Suffolk County, in the State The Commonwealth of New Jersey and Massachusetts in any action or proceeding arising out of this Pledge Agreement and, in furtherance of such agreement, Pledgor NMLP hereby agrees and consents that that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Pledgor NMLP in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State The Commonwealth of New Jersey 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 Pledgor NMLP by registered or certified mail to or by personal service at the last known address of PledgorNMLP, whether such address be within or without the jurisdiction of any such court.

Waivers and Amendments; Successors and Assigns; Governing Law; Venue. None of the terms or provisions of this Pledge Agreement may be waived, amended, or otherwise modified except by a written instrument executed by the party against which enforcement of such waiver, amendment, or modification is sought. This Pledge Agreement shall be binding upon the respective Borrower and Agent, and the successors and assigns of Pledgor and all Persons who become bound as a debtor (within the meaning of the Code) to this Pledge Agreement each, and shall inure to the benefit of Mezzanine Lender, its Agent and the Lenders and their successors and assigns and to the benefit of the Borrower and the Borrower's successors and permitted assigns; provided that the 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 the 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 Mezzanine Lender Agent under this Pledge Agreement shall automatically be transferred to any transferee to which Mezzanine Lender Agent transfers the Note and Mezzanine the 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 Indebtedness Obligations and the legality of the interest rate and other charges shall be construed and enforced in accordance with the internal laws of the State The Commonwealth of New Jersey Massachusetts (without regard to conflict conflicts of laws principles) except to the extent that the Code requires the application of the law of another jurisdiction with respect to the perfection, priority or enforcement of the security interest granted herebylaws). Pledgor The Borrower agrees to submit to non-exclusive personal jurisdiction in Essex Suffolk County, in the State The Commonwealth of New Jersey and Massachusetts in any action or proceeding arising out of this Pledge Agreement and, in furtherance of such agreement, Pledgor the Borrower hereby agrees and consents that that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Pledgor the Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State The Commonwealth of New Jersey 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 Pledgor the Borrower by registered or certified mail to or by personal service at the last known address of Pledgorthe Borrower, whether such address be within or without the jurisdiction of any such court.