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

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 Guarantors that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Subsidiary Guaranty Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Agent, and a counterpart hereof shall have been executed on behalf of the Agent, and thereafter shall be binding upon such Guarantor and the Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Agent and the Funding Parties and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Guarantor is sold, transferred or otherwise disposed of 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 Lessee, the Agent will execute and deliver to the Lessee, at the Lessee's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Lessee) as the Lessee or Guarantor shall reasonably request to further evidence the 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 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 Guarantors Pledgor that are contained in this Subsidiary Guaranty 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 party hereto 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. This Subsidiary Guaranty Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Agent, and a counterpart hereof shall have been executed on behalf of the Agent, and thereafter shall be binding upon such Guarantor and the Agent and their respective successors and assignsssigns, and shall inure to the benefit of such Guarantorthe Pledgor, the Collateral Agent and the Funding Parties and Secured Parties, their respective successors and assigns, except that no Guarantor the Pledgor 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), 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 or assignee, subject to the procedure set forth below and the relevant provisions of the Bank Revolving Credit Agreement and the other equity interest of a Guarantor is soldLoan Documents, it being understood that such rights and obligations shall be transferred or otherwise disposed 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 a transaction permitted such transfer or assignment by any of the Master Agreement, such Guarantor Secured Parties. It is understood that the extension of the Pledge in favor of the assignee will have the same rank (and shall be released from its obligations under this Subsidiary Guaranty Agreement without further action, and upon request of the Guarantor or the Lessee, the Agent will execute and deliver subject to the Lessee, at the Lessee's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Lesseesame Liens) as the Lessee Pledge in favor of the Secured Party effecting the transfer or Guarantor 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 reasonably request ensure that the subsequent transfer of the Pledge and the annotations referred to further evidence below are duly made and that the termination 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 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 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 Guarantors Pledgor that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Subsidiary Guaranty Agreement Italian Supplement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor once that the Pledgor shall have been delivered to received from the Agent, Collateral Agent an acceptance (executed cover letter from the Collateral Agent and a counterpart hereof shall have been an initialed copy of this Italian Supplement) executed on behalf of the AgentCollateral 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, and thereafter this Italian Supplement shall be binding upon such Guarantor the Pledgor, the Collateral Agent and the Agent Secured Parties and their respective successors and assigns, and shall inure to the benefit of such Guarantorthe Pledgor, the Collateral Agent and the Funding Parties and Secured Parties, their respective successors and assigns, except that no Guarantor the Pledgor 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), 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 or other equity interest assignee, subject to the procedure set forth below and the relevant provisions of a Guarantor is soldthe Investor Revolving Credit Agreement and the Loan Documents, it being understood that such rights and obligations shall be transferred or otherwise disposed 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 a transaction permitted such transfer or assignment by any of the Master Agreement, such Guarantor Secured Parties. It is understood that the extension of the Pledge in favor of the assignee will have the same rank (and shall be released from its obligations under this Subsidiary Guaranty Agreement without further action, and upon request of the Guarantor or the Lessee, the Agent will execute and deliver subject to the Lessee, at the Lessee's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Lesseesame Liens) as the Lessee Pledge in favor of the Secured Party effecting the transfer or Guarantor 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 reasonably request ensure that the annotations referred to further evidence in Section 2 above are duly made and that the termination 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 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 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. This Subsidiary Guaranty 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 Agent, and a counterpart hereof shall have been executed on behalf of 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 Funding Parties 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 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 Master Existing Credit Agreement and Section 6.07 of the New Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Subsidiary Guaranty Agreement without further action, and upon request of . In connection with any release pursuant to the Guarantor or the Lesseeimmediately preceding sentence, the Collateral Agent will shall execute and deliver to the Lesseeany Subsidiary Guarantor, at the Lesseesuch Subsidiary Guarantor's expense, all documents that such additional documents, instruments or agreements (all of which shall be prepared by the Lessee) as the Lessee or Subsidiary Guarantor shall reasonably request to further evidence the termination of this Subsidiary Guaranty Agreementsuch release. 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 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 Guarantors Pledgor and Guarantor that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Subsidiary Guaranty Agreement Italian Supplement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such once that the Pledgor and Guarantor shall have been delivered to received from the Agent, Collateral Agent an acceptance (executed cover letter from the Collateral Agent and a counterpart hereof shall have been an initialed copy of this Italian Supplement) executed on behalf of the Pledgor and Guarantor 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 Guarantor and the Agent Secured Parties and their respective successors and assigns, and shall inure to the benefit of such the Pledgor and Guarantor, the Collateral Agent and the Funding Parties Secured Parties, and their th eir respective successors and assigns, except that no the Pledgor and 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), 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 or other equity interest assignee under Section 2.07 of a Guarantor is soldthe 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 otherwise disposed assigned only in conjunction with the transfer or assignment of the rights granted pursuant to a transaction permitted 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 Master Agreement, such Guarantor Secured Parties. It is understood that the extension of the pledge in favor of the assignee will have the same rank (and shall be released from its obligations under this Subsidiary Guaranty Agreement without further action, and upon request of the Guarantor or the Lessee, the Agent will execute and deliver subject to the Lessee, at the Lessee's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Lesseesame Liens) as the Lessee Pledge in favor of the Secured Party making the transfer or Guarantor 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 reasonably request ensure that the annotations referred to further evidence in Section 2 are duly made and that the termination relevant formalities are complied with in accordance with mandatory requirement of this Subsidiary Guaranty AgreementItalian law. This Subsidiary Guaranty Agreement shall be construed as In the event of a separate agreement transfer or assignment by any of the Secured Parties of a Note pursuant to the Indenture together with respect to each Guarantor the assignment or the transfer of its rights and may be amended, modified, supplemented, waived or released with respect to any Guarantor without obligations under the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.Indenture:

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 Subsidiary Guarantors that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. 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 AgentSecond Priority Collateral Trustee, and a counterpart hereof shall have been executed on behalf of the AgentSecond Priority Collateral Trustee, and thereafter shall be binding upon such Subsidiary Guarantor and the Agent Second Priority Collateral Trustee and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Agent Second Priority Collateral Trustee and the Funding Parties other Second Priority Debt Parties, and their respective successors and assigns, except that no Subsidiary Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Subsidiary Guarantor is sold, transferred or otherwise disposed of (including, without limitation, any such disposition by way of merger or consolidation) pursuant to a transaction permitted by the Master AgreementSecond Priority Debt Documents, such Subsidiary Guarantor shall be released from its obligations under this Subsidiary Guaranty Agreement without further action, and upon request of the Guarantor or the Lessee, the Agent will execute and deliver to the Lessee, at the Lessee's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Lessee) as the Lessee or Guarantor shall reasonably request to further evidence the 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 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 Guarantors that are contained in this Subsidiary Guaranty Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Subsidiary Guaranty Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the AgentServicer, and a counterpart hereof shall have been executed on behalf of the AgentServicer, and thereafter shall be binding upon such Guarantor and the Agent Servicer and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Agent Servicer and the Funding Parties Participants, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of the capital stock or other equity interest of a Guarantor Guarantor, including Tia's, is sold, transferred or otherwise disposed of (including the sale of all of the member interests of Tia's or the merger of Tia's into another entity where such other entity is the surviving entity) pursuant to a transaction permitted by the Master Loan Facility Agreement, such Guarantor shall be released from its obligations Guaranteed Obligations under this Subsidiary Guaranty Agreement without further action, and upon request of the Guarantor or the LesseeSponsor, the Agent Servicer will execute and deliver to the LesseeSponsor or such Guarantor, at the LesseeSponsor's expense, such additional documents, instruments or agreements (all of which shall be prepared by the LesseeSponsor) as the Lessee Sponsor or Guarantor shall reasonably request to further evidence the termination of this Subsidiary Guaranty AgreementGuaranty. 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 Guaranteed Obligations of any other Guarantor hereunder.