Certain Italian Matters. Each Secured Party hereby appoints the Administrative Agent, being JPMCB, to act as its mandatario con rappresentanza pursuant to articles 1703, 1704 and followings of the Italian Civil Code, also in the circumstances provided under articles 1394 and 1395 of the Italian Civil Code (a) for the purpose of executing in the name and on behalf of the Lender any Collateral Agreement which is expressed to be governed by Italian law as well as of acquiring, holding and enforcing any and all Liens on Collateral created thereunder; (b) with the power to negotiate, approve, comply with and perform the terms and conditions of such Collateral Agreement in their name and on their behalf, execute any other agreement or instrument, give or receive any notice and take any other action in relation to the creation, perfection, maintenance, enforcement and release of the security created thereunder in the name and on behalf of the Lenders. Each Secured Party undertakes to ratify and approve any such action taken in the name and on behalf of the Secured Parties by the Administrative Agent acting in its appointed capacity. Each Assignee of a Lender or any other Secured Party shall be deemed to have confirmed and ratified the aforesaid constitution of the Administrative Agent as its mandatario con rappresentanza as under Italian law for the purposes indicated above.
Appears in 3 contracts
Samples: Amendment Agreement (Momentive Performance Materials Inc.), Senior Secured Debtor in Possession and Exit Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.), Asset Based Revolving Credit Agreement (Momentive Performance Materials Inc.)
Certain Italian Matters. Each Secured Party Lender and other finance party hereto to be secured by the Foreign Security Documents hereby appoints (and, by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to appoint) the Administrative Agent, being JPMCBJPMorgan Chase Bank, N.A., to act as its mandatario con rappresentanza pursuant to articles 1703, 1704 and followings of the Italian Civil Code, also in the circumstances provided under articles 1394 and 1395 of the Italian Civil Code (ai) for the purpose of executing in the name and on behalf of the Lender any Collateral Agreement Foreign Security Documents which is expressed to be governed by Italian law as well as of acquiring, holding and enforcing any and all Liens on Collateral created thereunder; (bii) with the power to negotiate, approve, comply with and perform the terms and conditions of such Collateral Foreign Security Agreement in their name and on their behalf, execute any other agreement or instrument, give or receive any notice and take any other action in relation to the creation, perfection, maintenance, enforcement and release of the security created thereunder in the name and on behalf of the LendersLenders and the other relevant finance parties. Each Secured Party Lender and other finance party hereto to be secured by the Foreign Security Documents undertakes to ratify and approve any such action taken in the name and on behalf of the Secured Parties thereof by the Administrative Agent acting in its appointed capacity. Each Assignee of a Lender or any other Secured Party relevant finance party shall be deemed to have confirmed and ratified the aforesaid constitution of the Administrative Agent as its mandatario con rappresentanza as under Italian law for the purposes indicated above.
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement (Exide Technologies), Dip Credit Agreement (Exide Technologies)