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

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor and the Administrative Agent (subject to the Administrative Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement), provided that any provision of this Pledge Agreement may be waived by the Administrative Agent (subject to the Administrative Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement) in a letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent; provided further that, reasonable updates and modifications to Schedule I hereto shall not require the consent of the Administrative Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit Agreement. This Pledge Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Administrative Agent and the Secured Parties and their respective successors and assigns. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor Grantor and the Administrative Agent (subject to the Administrative Agent Agent’ obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit AgreementAgreement and, solely to the extent such instrument waives, amends, supplements or otherwise modifies Section 10, the written consent of each Subordinated Party adversely affected thereby), ; provided that any provision of this Pledge Security Agreement may be waived by the Administrative Agent in a written instrument executed by the Administrative Agent (subject to the Administrative Agent obtaining the requisite consents of any the applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement) in a letter Agreement and, solely to the extent such instrument waives, amends, supplements or agreement executed by otherwise modifies Section 10, the Administrative Agent or by telex or facsimile transmission from the Administrative Agentwritten consent of each Subordinated Party adversely affected thereby); provided further that, reasonable updates and modifications to Schedule I the schedules hereto shall not require the consent of the Administrative Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit AgreementParty. This Pledge Security Agreement shall be binding upon the successors and assigns of each Pledgor Grantor and shall inure to the benefit of the Administrative Agent Agent, and the other Secured Parties and their respective successors and assigns. THIS PLEDGE SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE PROVINCE OF NEW YORKONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE IN THE PROVINCE OF ONTARIO.

Waivers and Amendments; Successors and Assigns; Governing Law. This Pledge Agreement represents the entire agreement of the Pledged Share Collateral Guarantor with respect to the subject matter hereof and there are no promises or representations by the Collateral Trustee or any other Secured Party relative to the subject matter hereof not reflected herein or in the Indenture or any other Security Document. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor the Pledged Share Collateral Guarantor and the Administrative Agent (Collateral Trustee subject to any consent required by the Administrative Agent obtaining Indenture; provided that, for the requisite consents avoidance of any applicable Secured Parties pursuant doubt, no further consent shall be required to Section 11.1 of the Credit Agreement), provided that any provision of amend this Pledge Agreement may for purposes of making such changes as shall be waived by the Administrative Agent (subject to the Administrative Agent obtaining the requisite consents of necessary or advisable in order for any applicable Secured Parties pursuant to Section 11.1 of the Credit AgreementPledged Shares to (a) in be listed or de-listed on a letter securities exchange and/or (b) be eligible for trading and clearing through a securities trading or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent; provided further that, reasonable updates and modifications to Schedule I hereto shall not require the consent of the Administrative Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit Agreementclearance system . This Pledge Agreement shall be binding upon the successors and assigns of each Pledgor the Pledged Share Collateral Guarantor and shall inure to the benefit of the Administrative Agent Collateral Trustee and the other Secured Parties and their respective successors and assigns. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE OF NEW YORK.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor Grantor and the Administrative Agent (subject to the Administrative Agent Agent’ obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit AgreementAgreement and, solely to the extent such instrument waives, amends, supplements or otherwise modifies Section 10, the written consent of each Subordinated Party adversely affected thereby), ; provided that any provision of this Pledge Security Agreement may be waived by the Administrative Agent in a written instrument executed by the Administrative Agent (subject to the Administrative Agent Agent’s obtaining the requisite consents of any the applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement) in a letter Agreement and, solely to the extent such instrument waives, amends, supplements or agreement executed by otherwise modifies Section 10, the Administrative Agent or by telex or facsimile transmission from the Administrative Agentwritten consent of each Subordinated Party adversely affected thereby); provided further that, reasonable updates and modifications to Schedule I the schedules hereto shall not require the consent of the Administrative Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit AgreementParty. This Pledge Security Agreement shall be binding upon the successors and assigns of each Pledgor Grantor and shall inure to the benefit of the Administrative Agent Agent, and the other Secured Parties and their respective successors and assigns. THIS PLEDGE SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor and the Administrative Agent (subject to the Administrative Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement), provided that any provision of this Pledge Agreement may be waived by the Administrative Agent (subject to the Administrative Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement) in a letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent; provided further that, reasonable updates and modifications to Schedule I hereto shall not require the consent of the Administrative Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit Agreement. This Pledge Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Administrative Agent and the Secured Parties and their respective successors and assigns. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW LAWS OF THE STATE PROVINCE OF NEW YORKONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Amended and Restated Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor and the Administrative Collateral Agent (subject to the Administrative Collateral Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Amended and Restated Credit Agreement), provided that any provision of this Amended and Restated Pledge Agreement may be waived by the Administrative Collateral Agent (subject to the Administrative Collateral Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Amended and Restated Credit Agreement) in a letter or agreement executed by the Administrative Collateral Agent or by telex or facsimile transmission from the Administrative Collateral Agent; provided further that, reasonable updates and modifications to Schedule I hereto shall not require the consent of the Administrative Collateral Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Amended and Restated Credit Agreement. This Amended and Restated Pledge Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Administrative Collateral Agent and the Secured Parties and their respective successors and assigns. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor and the Borrower, the Administrative Agent (subject to and the Administrative Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement)Collateral Agent; provided, provided that any provision of this Pledge Security Agreement may be waived by the Administrative Collateral Agent (subject to or the Administrative Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Credit Agreement) in a written letter or agreement executed by the Collateral Agent or the Administrative Agent (as the case may be) or by telex or facsimile transmission from the Collateral Agent or the Administrative Agent; provided further that. Any amendment, reasonable updates modification or supplement of or to any provision of this Security Agreement, any termination or waiver of any provision of this Security Agreement and modifications any consent to Schedule I hereto any departure by the Borrower from the terms of any provision of this Security Agreement shall not require be effective only in the consent of specific instance and for the Administrative Agent specific purpose for which made or given. No notice to or demand upon the Borrower in any instance hereunder shall entitle the Borrower to any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit Agreementor further notice or demand in similar or other circumstances. This Pledge Security Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Administrative Agent Borrower and the Secured Parties and their respective successors and assigns; provided, that the Borrower may not assign its rights and obligations hereunder without the prior written consent of the Administrative Agent and the Collateral Agent, each Lender and the Merchandise Letter of Credit Bank. THIS PLEDGE SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, AND BY FEDERAL LAW TO THE EXTENT APPLICABLE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this GP Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each the Pledgor and the Administrative Collateral Agent (subject to the Administrative Collateral Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Amended and Restated Credit Agreement), provided that any provision of this GP Pledge Agreement may be waived by the Administrative Collateral Agent (subject to the Administrative Collateral Agent obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Amended and Restated Credit Agreement) in a letter or agreement executed by the Administrative Collateral Agent or by telex or facsimile transmission from the Administrative Collateral Agent; provided further that, reasonable updates and modifications to Schedule I hereto shall not require the consent of the Administrative Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit Agreement. This GP Pledge Agreement shall be binding upon the successors and assigns of each the Pledgor and shall inure to the benefit of the Administrative Collateral Agent and the Secured Parties and their respective successors and assigns. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Amended and Restated Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Pledgor Grantor and the Administrative Collateral Agent (subject to the Administrative Agent Collateral Agent’s obtaining the requisite consents of any applicable Secured Parties pursuant to Section 11.1 of the Amended and Restated Credit AgreementAgreement and, solely to the extent such instrument waives, amends, supplements or otherwise modifies Section 10, the written consent of each Subordinated Party adversely affected thereby), ; provided that any provision of this Pledge Amended and Restated Security Agreement may be waived by the Administrative Collateral Agent in a written instrument executed by the Collateral Agent (subject to the Administrative Agent Collateral Agent’s obtaining the requisite consents of any the applicable Secured Parties pursuant to Section 11.1 of the Amended and Restated Credit Agreement) in a letter Agreement and, solely to the extent such instrument waives, amends, supplements or agreement executed by otherwise modifies Section 10, the Administrative Agent or by telex or facsimile transmission from the Administrative Agentwritten consent of each Subordinated Party adversely affected thereby); provided further that, reasonable updates and modifications to Schedule I the schedules hereto shall not require the consent of the Administrative Collateral Agent or any other Secured Party and Schedule I shall be deemed amended pursuant to any applicable Disposition permitted under the Credit AgreementParty. This Pledge Amended and Restated Security Agreement shall be binding upon the successors and assigns of each Pledgor Grantor and shall inure to the benefit of the Administrative Agent Collateral Agent, and the other Secured Parties and their respective successors and assigns. THIS PLEDGE AMENDED AND RESTATED SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKYORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).