Common use of Binding Effect; Several Agreement; Assignments Clause in Contracts

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted successors and assigns. Subject to the conditions set forth in Section 22 hereof, this Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such attempted assignment or transfer shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of (other than to an Affiliate of the Borrower) pursuant to a transaction permitted by Section 6.07 of the Existing Credit Agreement and Section 6.07 of the New Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. In connection with any release pursuant to the immediately preceding sentence, the Collateral Agent shall execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor's expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such release. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors Pledgor and Guarantor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted its successors and assigns. Subject to the conditions set forth in Section 22 hereof, this Agreement This Italian Supplement shall become effective as to any Subsidiary once that the Pledgor and Guarantor when a counterpart hereof shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of such Subsidiary the Pledgor and Guarantor shall have been delivered and each of the Secured Parties as acceptance of the Pledgor’s proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Collateral Agent Secured Parties and their respective successors and assigns, and shall inure to the benefit of such Subsidiary the Pledgor and Guarantor, the Collateral Agent and the other Secured Parties, and their th eir respective successors and assigns, except that no Subsidiary the Pledgor and Guarantor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment or transfer shall be void), except as expressly contemplated by this Agreement or the other Transaction Documents. If all The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed acceptance or proposal. The Secured Parties shall have the right to transfer or otherwise assign the rights and obligations arising out of this Agreement to the benefit of the capital stock assignee under Section 2.07 of the Indenture, subject to the procedure set forth below and the relevant provisions of the Indenture and the Transaction Documentation, it being understood that such rights and obligations shall be transferred or assigned only in conjunction with the transfer or assignment of the rights granted pursuant to and the obligations arising out from the Notes and the Transaction Documents. The Pledgor and Guarantor hereby expressly 11 of 34 and irrevocably consents to such transfer or assignment by any of the Secured Parties. It is understood that the extension of the pledge in favor of the assignee will have the same rank (and shall be subject to the same Liens) as the Pledge in favor of the Secured Party making the transfer or assignment. Upon any transfer or assignment by a Holder of the Notes under the Indenture together with the assignment or the transfer of its rights and obligations under the Indenture, the Collateral Agent, acting on behalf and in the name of the Secured Parties, shall ensure that the annotations referred to in Section 2 are duly made and that the relevant formalities are complied with in accordance with mandatory requirement of Italian law. In the event of a Subsidiary Guarantor is sold, transferred transfer or otherwise disposed of (other than to an Affiliate assignment by any of the Borrower) pursuant to Secured Parties of a transaction permitted by Section 6.07 of the Existing Credit Agreement and Section 6.07 of the New Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. In connection with any release Note pursuant to the Indenture together with the assignment or the transfer of its rights and obligations under the Indenture: (i) the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor, shall cause the Italian Issuer to annotate the transfer of the pledge on the Certificate (and on the certificates representing New Shares, if any), in accordance with Italian law; (ii) immediately preceding sentenceafter the completion of the annotation referred to in (i) above, the Collateral Agent Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor, shall execute cause the Italian Issuer to annotate the pledge in the Shareholders’ Book of the company, in accordance with Italian law; (iii) immediately after the completion of the annotation referred to in (ii), the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor shall cause the Italian Issuer to deliver to any Subsidiary Guarantorthe Collateral Agent a certified copy of the pages of the Shareholders’ Book of the company evidencing the above mentioned annotation; and (iv) the Collateral Agent, at such Subsidiary Guarantor's expenseafter completion of the procedure set forth above, all documents that such Subsidiary Guarantor shall reasonably request continue to evidence such release. This Agreement shall be construed act as a separate agreement with respect third party custodian of the Shares (and of New Shares, if any) also to each Subsidiary Guarantor and may be amended, modified, supplemented, waived the benefit of the successors or released with respect to any Subsidiary Guarantor without the approval assign of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereundersuch Secured Party."

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted its successors and assigns. Subject to the conditions set forth in Section 22 hereof, this Agreement This Italian Supplement shall become effective as to any Subsidiary Guarantor when a counterpart hereof once that the Pledgor shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of such Subsidiary Guarantor shall have been delivered the Collateral Agent and each of the Secured Parties as acceptance of the Pledgor's proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral AgentAgent and the Secured Parties to enter into this Italian Supplement. Thereafter, and thereafter this Italian Supplement shall be binding upon such Subsidiary Guarantor and the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantorthe Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor the Pledgor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment or transfer shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed acceptance or proposal. The Secured Parties shall have the right to transfer or otherwise assign the rights and obligations arising out of this Agreement to the benefit of the capital stock of a Subsidiary Guarantor is soldassignee, transferred or otherwise disposed of (other than subject to an Affiliate the procedure set forth below and the relevant provisions of the Borrower) pursuant to a transaction permitted by Section 6.07 of the Existing Investor Revolving Credit Agreement and Section 6.07 the Loan Documents, it being understood that such rights and obligations shall be transferred or assigned only in conjunction with the transfer or assignment of the New rights granted pursuant to, and the obligations arising out from the Investor Revolving Credit Agreement and the Loan Documents. The Pledgor hereby expressly and irrevocably consents to such transfer or assignment by any of the Secured Parties. It is understood that the extension of the Pledge in favor of the assignee will have the same rank (and shall be subject to the same Liens) as the Pledge in favor of the Secured Party effecting the transfer or assignment. Upon any assignment by a Secured Party of its interest under an Assignment and Acceptance pursuant to the Investor Revolving Credit Agreement, such Subsidiary Guarantor the Collateral Agent, acting in the name and on behalf of the Secured Parties, shall be released from its obligations under this Agreement without further actionensure that the annotations referred to in Section 2 above are duly made and that the relevant formalities are complied with in accordance with mandatory requirements of Italian law. In connection the event of a transfer or an assignment by any of the Secured Parties of its rights and obligations arising out of this Agreement: (i) the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to annotate the transfer of the Pledge on the Certificate (and on the certificates representing 11 of 31 New Shares, if any), in accordance with any release pursuant Italian law; (ii) immediately after the completion of the annotation referred to the immediately preceding sentencein (i) above, the Collateral Agent Agent, in such capacity and in the name and on behalf of the Pledgor, shall execute cause the Italian Issuer to annotate the Pledge in the Shareholders' Book, in accordance with Italian law; (iii) immediately after the completion of the annotation referred to in (ii), the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to deliver to any Subsidiary Guarantorthe Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and (iv) the Collateral Agent, at such Subsidiary Guarantor's expenseafter completion of the procedure set forth above, all documents that such Subsidiary Guarantor shall reasonably request continue to evidence such release. This Agreement shall be construed act as a separate agreement with respect third party custodian of the Shares (and of New Shares, if any) also to each Subsidiary Guarantor and may be amended, modified, supplemented, waived the benefit of the successors or released with respect to any Subsidiary Guarantor without the approval assigns of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereundersuch Secured Party."

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted successors and assigns. Subject to the conditions set forth in Section 22 hereof, this This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Collateral Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Collateral Administrative Agent and the other Secured PartiesLenders, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such attempted assignment or transfer shall be void). If all of the capital stock or other equity interest of a Subsidiary Guarantor Guarantor, including Tia's, is sold, transferred or otherwise disposed of (other than to an Affiliate of the Borrower) pursuant to a transaction permitted by Section 6.07 the Credit Agreement (including the sale of all of the Existing Credit Agreement and Section 6.07 member interests of Tia's or the New Credit Agreementmerger of Tia's into another entity where such other entity is the surviving entity), such Subsidiary Guarantor shall be released from its obligations Guaranteed Obligations under this Agreement without further action. In connection with any release pursuant to , and upon request of such Guarantor or the immediately preceding sentenceBorrower, the Collateral Administrative Agent shall will execute and deliver to any Subsidiary Guarantorthe Borrower, at such Subsidiary Guarantorthe Borrower's expense, such additional documents, instruments or agreements (all documents that such Subsidiary of which shall be prepared by the Borrower) as the Borrower or Guarantor shall reasonably request to further evidence such releasethe termination of this Guaranty. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations Guaranteed Obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Subsidiary Guaranty Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective permitted successors and assigns. Subject to the conditions set forth in Section 22 hereof, this This Subsidiary Guaranty Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Agent, and thereafter shall be binding upon such Subsidiary Guarantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Collateral Agent and the other Secured Parties, Funding Parties and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such attempted assignment or transfer shall be void). If all of the capital stock or other equity interest of a Subsidiary Guarantor is sold, transferred or otherwise disposed of (other than to an Affiliate of the Borrower) pursuant to a transaction permitted by Section 6.07 of the Existing Credit Agreement and Section 6.07 of the New Credit Master Agreement, such Subsidiary Guarantor shall be released from its obligations under this Subsidiary Guaranty Agreement without further action. In connection with any release pursuant to , and upon request of the immediately preceding sentenceGuarantor or the Lessee, the Collateral Agent shall will execute and deliver to any Subsidiary Guarantorthe Lessee, at such Subsidiary Guarantorthe Lessee's expense, such additional documents, instruments or agreements (all documents that such Subsidiary of which shall be prepared by the Lessee) as the Lessee or Guarantor shall reasonably request to further evidence such releasethe termination of this Subsidiary Guaranty Agreement. This Subsidiary Guaranty Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors any Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted its successors and assigns. Subject to the conditions set forth in Section 22 hereof, this This Agreement shall become effective as to any Subsidiary Guarantor Pledgor when a counterpart hereof executed on behalf of such Subsidiary Guarantor Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Subsidiary Guarantor Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Subsidiary GuarantorPledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor Pledgor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such attempted assignment or transfer shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If A Pledgor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Pledgor shall be automatically released in the event that all of the capital stock of a Subsidiary Guarantor is such Pledgor shall be sold, transferred or otherwise disposed of (other than to a person that is not an Affiliate of any Borrower (i) in accordance with the Borrowerterms of Section 6.05 of the Credit Agreement or (ii) if the Required Lenders shall have consented to such sale, transfer or other disposition (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to a transaction permitted by Section 6.07 9.02(b) of the Existing Credit Agreement and Section 6.07 of the New Credit Agreement, the security interest in such Subsidiary Guarantor Collateral shall be released from its obligations under this Agreement without further action. In connection with any release pursuant to the immediately preceding sentence, the Collateral Agent shall execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor's expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such releaseautomatically released. This Agreement shall be construed as a separate agreement with respect to each Subsidiary Guarantor Pledgor and may be amended, modified, supplemented, waived or released with respect to any Subsidiary Guarantor Pledgor without the approval of any other Subsidiary Guarantor Pledgor and without affecting the obligations of any other Subsidiary Guarantor Pledgor hereunder.

Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Subsidiary Guarantors Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective permitted its successors and assigns. Subject to the conditions set forth in Section 22 hereof, this Agreement This Italian Supplement shall become effective as to any Subsidiary Guarantor when a counterpart hereof once that the Pledgor shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of such Subsidiary Guarantor shall have been delivered the Collateral Agent and each of the Secured Parties as acceptance of the Pledgor's proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral AgentAgent and the Secured Parties to enter into this Italian Supplement. Thereafter, and thereafter this Italian Supplement shall be binding upon such Subsidiary Guarantor and the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and assignsa ssigns, and shall inure to the benefit of such Subsidiary Guarantorthe Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Subsidiary Guarantor the Pledgor shall not have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment or transfer shall be void), except as expressly 11 of 29 contemplated by this Agreement or the other Loan Documents. If all The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed acceptance or proposal. The Secured Parties shall have the right to transfer or otherwise assign the rights and obligations arising out of this Agreement to the benefit of the capital stock of a Subsidiary Guarantor is soldassignee, transferred or otherwise disposed of (other than subject to an Affiliate the procedure set forth below and the relevant provisions of the Borrower) pursuant to a transaction permitted by Section 6.07 of the Existing Bank Revolving Credit Agreement and Section 6.07 the other Loan Documents, it being understood that such rights and obligations shall be transferred or assigned only in conjunction with the transfer or assignment of the New rights granted pursuant to, and the obligations arising out from the Bank Revolving Credit Agreement and the Loan Documents. The Pledgor hereby expressly and irrevocably consents to such transfer or assignment by any of the Secured Parties. It is understood that the extension of the Pledge in favor of the assignee will have the same rank (and shall be subject to the same Liens) as the Pledge in favor of the Secured Party effecting the transfer or assignment. Upon any assignment by a Secured Party of its interest under an Assignment and Acceptance pursua nt to the Bank Revolving Credit Agreement, the Collateral Agent, acting in the name and on behalf of the Secured Parties, shall ensure that the subsequent transfer of the Pledge and the annotations referred to below are duly made and that the relevant formalities are complied with in accordance with mandatory requirements of Italian law so as to perfect such Subsidiary Guarantor shall be released from its obligations under this Agreement without further actiontransfer in favor of the assignee. In connection the event of a transfer or an assignment by any of the Secured Parties of its rights and obligations arising out of this Agreement: (i) the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to annotate on the Certificate (and on the certificates representing New Shares, if any) the transfer of the Pledge, in accordance with any release pursuant Italian law; (ii) immediately after the completion of the annotation referred to the immediately preceding sentencein (i) above, the Collateral Agent Agent, in such capacity and in the name and on behalf of the Pledgor, shall execute cause the Italian Issuer to annotate the transfer of the Pledge in the Shareholders' Book, in accordance with Italian law; (iii) immediately after the completion of the annotation referred to in (ii), the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor shall cause the Italian Issuer to deliver to any Subsidiary Guarantorthe Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and (iv) the Collateral Agent, at such Subsidiary Guarantor's expenseafter completion of the procedure set forth above, all documents that such Subsidiary Guarantor shall reasonably request continue to evidence such release. This Agreement shall be construed act as a separate agreement with respect third party custodian of the Shares (and of New Shares, if any) also to each Subsidiary Guarantor and may be amended, modified, supplemented, waived the benefit of the successors or released with respect to any Subsidiary Guarantor without the approval assigns of any other Subsidiary Guarantor and without affecting the obligations of any other Subsidiary Guarantor hereundersuch Secured Party."