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

Binding Effect; Several Agreement; Assignments. Releases. 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 Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent and a counterpart hereof (or a Supplement referred to in Section 20) 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 other Secured 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). 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. The Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Subsidiary Guarantor from its obligations hereunder in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 of the Credit Agreement.

Binding Effect; Several Agreement; Assignments. Releases. 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 Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent Servicer, and a counterpart hereof (or a Supplement referred to in Section 20) shall have been executed on behalf of the Collateral AgentServicer, and thereafter shall be binding upon such Subsidiary Guarantor and the Collateral Agent Servicer and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Collateral Agent Servicer and the other Secured PartiesParticipants, 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 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 Loan Facility Agreement, such Guarantor shall be released from its Guaranteed Obligations under this Agreement without further action, and upon request of the Guarantor or Sponsor, the Servicer will execute and deliver to the Sponsor or such Guarantor, at the Sponsor's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Sponsor) as the Sponsor or Guarantor shall reasonably request to further evidence the 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. The Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Subsidiary Guarantor from its obligations hereunder in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 of the Credit Agreementhereunder.

Binding Effect; Several Agreement; Assignments. Releases. 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 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 its successors and assigns. This Agreement 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 (or a Supplement referred to in Section 20 hereofexecuted 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 a counterpart hereof (or a Supplement referred to in Section 20) shall have been executed on behalf of 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 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. This Agreement The executed proposal or acceptance referred to above received by facsimile transmission shall be construed effective as delivery of a separate agreement 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 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 respect the transfer or assignment of the rights granted pursuant 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 Guarantorarising out from the Notes and the Transaction Documents. The Collateral Agent is Pledgor and Guarantor hereby expressly authorized to, 11 of 34 and agrees upon request irrevocably consents to such transfer or assignment by any of the Borrower it willSecured 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, release any Subsidiary Guarantor from its obligations hereunder the Collateral Agent, acting on behalf and in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate name of the Borrower 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 transaction permitted transfer or assignment by Section 6.05 any of the Credit Agreement.Secured Parties of a Note pursuant to the Indenture together with the assignment or the transfer of its rights and obligations under the Indenture:

Binding Effect; Several Agreement; Assignments. Releases. 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 Subsidiary Guarantors Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement Italian Supplement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor once that the Pledgor shall have been delivered to received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and a counterpart hereof (or a Supplement referred to in Section 20an initialed copy of this Italian Supplement) shall have been executed on behalf of the Collateral AgentAgent 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 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 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. This Agreement The executed proposal or acceptance referred to above received by facsimile transmission shall be construed effective as delivery of a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived manually executed acceptance 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 Guarantorproposal. The Collateral Agent is hereby expressly authorized 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 agrees upon request 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 Borrower it willSecured 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, release any Subsidiary Guarantor from its obligations hereunder the Collateral Agent, acting in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate name and on behalf of the Borrower in a transaction permitted by Section 6.05 Secured Parties, shall ensure that the subsequent transfer of the Credit 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. Releases. 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 Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor shall have been delivered to the Second Priority Collateral Agent Trustee, and a counterpart hereof (or a Supplement referred to in Section 20) shall have been executed on behalf of the Second Priority Collateral AgentTrustee, and thereafter shall be binding upon such Subsidiary Guarantor and the Second Priority Collateral Agent Trustee and their respective successors and assigns, and shall inure to the benefit of such Subsidiary Guarantor, the Second Priority Collateral Agent Trustee and the other Secured 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 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 Second Priority Debt Documents, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action. 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. The Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Subsidiary Guarantor from its obligations hereunder in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 of the Credit Agreementhereunder.

Binding Effect; Several Agreement; Assignments. Releases. 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 Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent Agent, and a counterpart hereof (or a Supplement referred to in Section 20) 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 other Secured 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 Equity Interests of a Guarantor are sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement that results in such Guarantor ceasing to be a Subsidiary, or upon the effectiveness of any written consent pursuant to Section 10.08 of the Credit Agreement to the release of the guarantee granted by such Guarantor hereby, such Guarantor shall be released from its obligations under this Agreement without further action. In connection with such release, the Collateral Agent shall execute and deliver to such Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 11 shall be without recourse to or warranty by the Collateral Agent. 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. The Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Subsidiary Guarantor from its obligations hereunder in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 of the Credit Agreementhereunder.

Binding Effect; Several Agreement; Assignments. Releases. 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 Subsidiary Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent Administrative Agent, and a counterpart hereof (or a Supplement referred to in Section 20) shall have been executed on behalf of the Collateral 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 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, including Tia's, is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement (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), such Guarantor shall be released from its Guaranteed Obligations under this Agreement without further action, and upon request of such Guarantor or the Borrower, the Administrative Agent will execute and deliver to the Borrower, at the Borrower's expense, such additional documents, instruments or agreements (all of which shall be prepared by the Borrower) as the Borrower or Guarantor shall reasonably request to further evidence the 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. The Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Subsidiary Guarantor from its obligations hereunder in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 of the Credit Agreementhereunder.

Binding Effect; Several Agreement; Assignments. Releases. 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 Subsidiary Guarantors Pledgor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective its successors and assigns. This Agreement Italian Supplement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor once that the Pledgor shall have been delivered to received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and a counterpart hereof (or a Supplement referred to in Section 20an initialed copy of this Italian Supplement) shall have been executed on behalf of the Collateral AgentAgent 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 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 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. This Agreement The executed proposal or acceptance referred to above received by facsimile transmission shall be construed effective as delivery of a separate agreement with respect to each Subsidiary Guarantor and may be amended, modified, supplemented, waived manually executed acceptance 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 Guarantorproposal. The Collateral Agent is hereby expressly authorized 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 agrees upon request 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 Borrower it willSecured 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, release any Subsidiary Guarantor from its obligations hereunder the Collateral Agent, acting in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate name and on behalf of the Borrower 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 transaction permitted transfer or an assignment by Section 6.05 any of the Credit Secured Parties of its rights and obligations arising out of this Agreement.:

Binding Effect; Several Agreement; Assignments. Releases. 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. This Subject to the conditions set forth in Section 22 hereof, this Agreement shall become effective as to any Subsidiary Guarantor when a counterpart hereof (or a Supplement referred to in Section 20 hereof) executed on behalf of such Subsidiary Guarantor shall have been delivered to the Collateral Agent and a counterpart hereof (or a Supplement referred to in Section 20) 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 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. The Collateral Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Subsidiary Guarantor from its obligations hereunder in the event that all the capital stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 of the Credit Agreementhereunder.