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 successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective 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 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 Agent and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement shall be binding upon the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of the Pledgor, the Collateral Agent and the Secured Parties, their respective successors and assigns, except that the Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. 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 assignee, subject to the procedure set forth below and the relevant provisions of the Investor Revolving Credit Agreement and 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 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, the Collateral Agent, acting in the name and on behalf of the Secured Parties, shall ensure 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 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 Italian law; (ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall 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 the Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and (iv) the Collateral Agent, after completion of the procedure set forth above, shall continue to act as a third party custodian of the Shares (and of New Shares, if any) also to the benefit of the successors or assigns of such 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 Pledgor Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of its each party hereto and their respective permitted successors and assigns. This Italian Supplement Subject to the conditions set forth in Section 22 hereof, this Agreement shall become effective 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) as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of 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) such Subsidiary Guarantor shall have been delivered to the Collateral Agent Agent, and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement thereafter shall be binding upon the Pledgor, such Subsidiary Guarantor and the Collateral Agent and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of the Pledgorsuch Subsidiary Guarantor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that the Pledgor no Subsidiary 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 . If all of the other Loan Documents. The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery capital stock of a manually executed acceptance or proposal. The Secured Parties shall have the right to transfer Subsidiary Guarantor is sold, transferred or otherwise assign the rights and obligations arising out disposed of this Agreement (other than to the benefit an Affiliate of the assignee, subject Borrower) pursuant to the procedure set forth below and the relevant provisions a transaction permitted by Section 6.07 of the Investor Revolving Existing Credit Agreement and Section 6.07 of the Loan DocumentsNew Credit Agreement, it being understood that such rights and obligations Subsidiary Guarantor shall be transferred or assigned only in conjunction released from its obligations under this Agreement without further action. In connection with the transfer or assignment of the 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 release pursuant to the Investor Revolving Credit Agreementimmediately preceding sentence, the Collateral Agent, acting in the name Agent shall execute and on behalf of the Secured Parties, shall ensure 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 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 Italian law; (ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall 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 the Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and (iv) the Collateral Agentany Subsidiary Guarantor, after completion of the procedure set forth aboveat such Subsidiary Guarantor's expense, all documents that such Subsidiary Guarantor shall continue reasonably request to act evidence such release. This Agreement shall be construed as a third party custodian 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 Shares (and obligations of New Shares, if any) also to the benefit of the successors or assigns of such Secured Partyany 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 successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the any Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement Agreement shall become effective once that the as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have received from the Collateral Agent an acceptance (executed cover letter from been delivered to the Collateral Agent and an initialed copy of this Italian Supplement) a counterpart hereof shall have been executed on behalf of the Collateral Agent 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 Agent and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement thereafter shall be binding upon the Pledgor, such Pledgor and the Collateral Agent and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of the such Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that the no Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. The executed proposal or acceptance referred to above received by facsimile transmission A Pledgor shall automatically be released from its obligations hereunder and the security interest in the Collateral of such Pledgor shall be effective as delivery automatically released in the event that all the capital stock of such Pledgor shall be sold, transferred or otherwise disposed of to a manually executed acceptance person that is not an Affiliate of any Borrower (i) in accordance with the terms of Section 6.05 of the Credit Agreement or proposal. The Secured Parties (ii) if the Required Lenders shall have the right consented to such sale, transfer or otherwise assign the rights and obligations arising out of this Agreement other disposition (to the benefit of extent required by the assignee, subject to the procedure set forth below Credit Agreement) and the relevant provisions terms of the Investor Revolving Credit Agreement and 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 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 assignmentconsent did not provide otherwise. Upon any assignment sale or other transfer by any Pledgor of any Collateral that is permitted under the Credit Agreement to any person that is not a Secured Party Pledgor, or, upon the effectiveness of its any written consent to the release of the security interest under an Assignment and Acceptance granted hereby in any Collateral pursuant to Section 9.02(b) of the Investor Revolving Credit Agreement, the Collateral Agent, acting in the name and on behalf of the Secured Parties, shall ensure 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 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, security interest in such capacity and in the name and on behalf of the Pledgor, Collateral 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 Italian law; (ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, be automatically released. This Agreement shall 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 the Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and (iv) the Collateral Agent, after completion of the procedure set forth above, shall continue to act be construed as a third party custodian separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the Shares (and obligations of New Shares, if any) also to the benefit of the successors or assigns of such Secured Partyany other 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 successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective 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 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 Agent and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement shall be binding upon the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and assignsa ssigns, and shall inure to the benefit of the Pledgor, the Collateral Agent and the Secured Parties, their respective successors and assigns, except that the Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly 11 of 29 contemplated by this Agreement or the other Loan Documents. 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 assignee, subject to the procedure set forth below and the relevant provisions of the Investor Bank Revolving Credit Agreement and 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 rights granted pursuant to, and the obligations arising out from the Investor 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 pursuant pursua nt to the Investor 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 in Section 2 above below are duly made and that the relevant formalities are complied with in accordance with mandatory requirements of Italian lawlaw so as to perfect such transfer in favor of the assignee. In 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)) the transfer of the Pledge, in accordance with Italian law; (ii) immediately after the completion of the annotation referred to in (i) above, 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 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, Pledgor shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and (iv) the Collateral Agent, after completion of the procedure set forth above, shall continue to act as a third party custodian of the Shares (and of New Shares, if any) also to the benefit of the successors or assigns of such 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 successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor and Guarantor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective once that the Pledgor and Guarantor 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 the Collateral Agent Pledgor and Guarantor and each of the Secured Parties as acceptance of the Pledgor's ’s proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral Agent and the Secured Parties to enter into this Italian Supplement. ThereafterAgent, this Italian Supplement shall be binding upon the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of the PledgorPledgor and Guarantor, the Collateral Agent and the Secured Parties, their and th eir respective successors and assigns, except that the Pledgor and Guarantor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Transaction Documents. 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 assigneeassignee under Section 2.07 of the Indenture, subject to the procedure set forth below and the relevant provisions of the Investor Revolving Credit Agreement Indenture and the Loan DocumentsTransaction 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, to and the obligations arising out from the Investor Revolving Credit Agreement Notes and the Loan 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 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 making the transfer or assignment. Upon any transfer or assignment by a Secured Party Holder of the Notes under the Indenture together with the assignment or the transfer of its interest rights and obligations under an Assignment and Acceptance pursuant to the Investor Revolving Credit AgreementIndenture, the Collateral Agent, acting on behalf and in the name and on behalf of the Secured Parties, shall ensure 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 requirement of Italian law. In the event of a transfer or an assignment by any of the Secured Parties of a Note pursuant to the Indenture together with the assignment or the transfer of its rights and obligations arising out of this Agreementunder the Indenture: (i) the Collateral Agent, in such capacity and in the name and on behalf of the PledgorPledgor and Guarantor, shall cause the Italian Issuer to annotate the transfer of the Pledge pledge on the Certificate (and on the certificates representing 11 of 31 New Shares, if any), in accordance with Italian law; (ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the PledgorPledgor and Guarantor, shall cause the Italian Issuer to annotate the Pledge pledge in the Shareholders' Book’ 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, Pledgor and Guarantor shall cause the Italian Issuer to deliver to the 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, after completion of the procedure set forth above, shall continue to act as a third party custodian of the Shares (and of New Shares, if any) also to the benefit of the successors or assigns assign of such Secured Party."