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 a 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 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 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 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:

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 Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of its each party hereto and their respective successors and assigns. This Italian Supplement Agreement shall become effective once that the Pledgor as to any Subsidiary Guarantor when a counterpart hereof executed on behalf of such Subsidiary Guarantor shall have received from been delivered to the Second Priority Collateral Agent an acceptance (executed cover letter from the Collateral Agent Trustee, and an initialed copy of this Italian Supplement) a counterpart hereof shall have been executed on behalf of the Second Priority Collateral Agent Trustee, 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, the Collateral Agent such Subsidiary Guarantor and the Secured Parties Second Priority Collateral Trustee and their respective successors and a ssignsassigns, and shall inure to the benefit of the Pledgorsuch Subsidiary Guarantor, the Second Priority Collateral Agent Trustee and the Secured other Second Priority Debt Parties, and their respective successors and assigns, except that the Pledgor no Subsidiary Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void). If all of the capital stock of a Subsidiary Guarantor is sold, except as expressly 11 transferred or otherwise disposed of 29 contemplated (including, without limitation, any such disposition by way of merger or consolidation) pursuant to a transaction permitted by the Second Priority Debt Documents, such Subsidiary Guarantor shall be released from its obligations under this Agreement or the other Loan Documentswithout further action. The executed proposal or acceptance referred to above received by facsimile transmission This Agreement shall be effective construed as delivery 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 a manually executed acceptance or proposal. The Secured Parties shall have the right to transfer or otherwise assign the rights any other Subsidiary Guarantor 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 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 without affecting 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 of 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 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: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 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 a ssignsassigns, 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 Bank Investor 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 Bank 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 pursua nt pursuant to the Bank Investor 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 in Section 2 above are duly made and that the relevant formalities are complied with in accordance with mandatory requirements of Italian law so as to perfect such transfer in favor of the assigneelaw. 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:

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 successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor Guarantors that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of its each party hereto and their respective successors and assigns. This Italian Supplement Subsidiary Guaranty Agreement shall become effective once that the Pledgor as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have received from been delivered to the Collateral Agent an acceptance (executed cover letter from the Collateral Agent 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, the Collateral Agent such Guarantor and the Secured Parties Agent and their respective successors and a ssignsassigns, and shall inure to the benefit of the Pledgorsuch Guarantor, the Collateral Agent and the Secured Parties, Funding Parties and their respective successors and assigns, except that the Pledgor no Guarantor shall not have the right to assign its rights or obligations hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Guarantor is sold, except as expressly 11 transferred or otherwise disposed of 29 contemplated pursuant to a transaction permitted by the Master Agreement, such Guarantor shall be released from its obligations under this Subsidiary Guaranty Agreement without further action, and upon request of the Guarantor or the other Loan Documents. The executed proposal Lessee, the Agent will execute and deliver to the Lessee, at the Lessee's expense, such additional documents, instruments or acceptance referred to above received by facsimile transmission agreements (all of which shall be effective as delivery of a manually executed acceptance or proposal. The Secured Parties shall have prepared by 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 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 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 LiensLessee) as the Pledge in favor of Lessee or Guarantor shall reasonably request to further evidence 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 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 termination of this Subsidiary Guaranty Agreement:. This Subsidiary Guaranty Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other 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 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 a ssignsassigns, 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 11 of 29 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 Bank Revolving Credit Agreement Indenture and the other 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 Bank 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 pursua nt to the Bank Revolving Credit AgreementIndenture, the Collateral Agent, acting on behalf and 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 in Section 2 are duly made and that the relevant formalities are complied with in accordance with mandatory requirements requirement of Italian law so as to perfect such transfer in favor of the assigneelaw. 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: