This excerpt taken from the HTZ 10-K filed Feb 29, 2008.
SCHEDULE 1hereby irrevocably appoints the Security Agent to act as its agent (mandatario under Italian law) under and in connection with the Italian Law Security Documents; and
SCHEDULE 2irrevocably authorises the Security Agent to execute for and on its behalf the Italian Law Security Documents and to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Italian Law Security Documents, together with any other rights, powers and discretions which are incidental thereto and to give a good discharge for any moneys payable under the Italian Law Security Documents.
(ii) The Security Agent will act solely for itself and as agent for the other Beneficiaries in carrying out its functions as agent under the Italian Law Security Documents.
(iii) The relationship between the Beneficiaries (other than the Security Agent) on the one hand and the Security Agent on the other is that of principal (mandante under Italian law) and agent (mandatario under Italian law) only. The Security Agent shall not have, nor be deemed to have, assumed any obligations to, or trust or fiduciary relationship with, any party to this Deed other than those for which specific provision is made by the Italian Law Security Documents and,
to the extent permissible under Italian law, the other provisions of this Deed, which shall be deemed to be incorporated in this Clause 20.1(h), where reference is made to any Italian Law Security Documents.
(iv) Notwithstanding Clause 28.1 (Governing Law) of this Deed, the provision of this Clause 20.1(h) and the other provisions of this Deed which are deemed to be incorporated herein, shall be governed by, and construed in accordance with, Italian law. Notwithstanding Clause 28.2 (Submission to Jurisdiction) but without prejudice to Clause 28.3 (Freedom of Choice), any dispute arising out of this Clause 20.1(h) shall be submitted to the Courts of Milan.
(v) The Beneficiaries, the Security Agent and the other parties hereto which are also party to any Italian Law Security Document irrevocably acknowledge that the existence and extent of the Security Agents authority resulting from this Clause 20.1(h) and the effects of the Security Agents exercise of this authority shall be governed by Italian law.