Common use of AUTHORITY TO PROCESS BANK Clause in Contracts

AUTHORITY TO PROCESS BANK. 7.1 Each of the Underwriters (other than the Process Bank) hereby confirms its authorization (Bevollmächtigung) to representatives of the Process Bank in accordance with Article 1 above to execute this Agreement and the Underwriting Agreement on its behalf and to make representations and agreements on its behalf and, if required or deemed appropriate by the representatives of the Process Bank, in its name as set forth therein. Each of the Underwriters (other than the Process Bank) has authorized in accordance with Article 1 representatives of the Process Bank as its representatives to take all actions and to do all acts and things on its behalf and in its name, and to exercise all powers and discretions which the Underwriters are required or entitled to exercise under the Underwriting Agreement and which are necessary or desirable in order to implement the provisions of this Agreement and the Underwriting Agreement, including but not limited to: (i) contributing information to the Offer Documents, and approving and signing any amendments or supplements to Offer Documents; (ii) filing with the BaFin, any governmental agency, other competent authority or stock exchange any documents, notices and reports required in connection with any transactions effected by the Process Bank or on their behalf for such Underwriters’ account pursuant to the Underwriting Agreement and this Agreement, and each Underwriter agrees to furnish the Process Bank with any information and certificates needed for such documents, notices and reports; (iii) signing of the German Prospectus, other Offer Documents or any other offering document; (iv) arranging for the payment of the purchase monies payable for New Shares to be delivered or retained, as the case may be; (v) executing and, if applicable, agreeing to any variation in the terms of the Underwriting Agreement and this Agreement, and taking any other action, which in their judgment, they deem advisable in connection with the offering, purchase, sale and distribution of securities; (vi) making representations and warranties as set forth in Article 5 of the Underwriting Agreement or any other representations or warranties as deemed necessary by the Process Bank under the Underwriting Agreement; (vii) borrowing, together with the other Joint Bookrunners, for the account of each Underwriter in proportion to its Commitment, such funds as may be necessary in order that payments to the Company can be effected as specified in the Underwriting Agreement; and, if any amount is not received from any Underwriter, charging such defaulting Underwriter interest at market rates for defaults of payment to be repaid by such defaulting Underwriter forthwith upon demand and included in the calculating of expenses. As an alternative to borrowing, the Process Bank, together with the other Joint Bookrunners may lend as principals, and may charge interest at then current rates on, such amounts as referred to in Article 6(3) of this Agreement; (viii) to agree, on their behalf, and execute and deliver “SAS 72 Representation Letters” with KPMG, independent auditors of the Company, if required, regarding delivery of letters containing statements and information of the type included in accountants “comfort letters” and “bring down comfort letters” with respect to the Offer Documents; (ix) enter into agreements with legal counsel representing the Underwriters; (x) taking any other action which, in the judgment of the Process Bank, it deems advisable in connection with the Offering. 7.2 The Process Bank, acting on behalf of the Underwriters, shall, upon consultation with the other Joint Bookrunners, be entitled to: (i) terminate the Underwriting Agreement in accordance with its provisions and to make any judgement relating to the satisfaction of conditions to the obligations of the Underwriters and the Company in the Underwriting Agreement, waive compliance with the lockup undertaking in Article 5(2)(s) of the Underwriting Agreement and to waive compliance with any of the conditions as set forth in Article 8 of the Underwriting Agreement in respect of which the right of waiver is reserved in its sole discretion; (ii) making any judgment relating to the occurrence of a Material Adverse Event, including making the judgment and exercising the right to terminate the Underwriting Agreement as provided therein.

AUTHORITY TO PROCESS BANK. 7.1 (1) Each of the Underwriters (other than the Process Bank) hereby confirms its authorization (Bevollmächtigung) to representatives of the Process Bank in accordance with Article 1 above to execute this Agreement and the Underwriting Agreement on its behalf and to make representations and agreements on its behalf and, if required or deemed appropriate by the representatives of the Process Bank, in its name as set forth therein. Each of the Underwriters (other than the Process Bank) has authorized in accordance with Article 1 representatives of the Process Bank as its representatives to take all actions and to do all acts and things on its behalf and in its name, and to exercise all powers and discretions which the Underwriters are required or entitled to exercise under the Underwriting Agreement and which are necessary or desirable in order to implement the provisions of this Agreement and the Underwriting Agreement, including but not limited to: (i) contributing information to the Offer Documents, and approving and signing any amendments or supplements to Offer Documents; (ii) filing with the BaFin, any governmental agency, other competent authority or stock exchange any documents, notices and reports required in connection with any transactions effected by the Process Bank or on their behalf for such Underwriters’ account pursuant to the Underwriting Agreement and this Agreement, and each Underwriter agrees to furnish the Process Bank with any information and certificates needed for such documents, notices and reports; (iii) signing of the German Prospectus, other Offer Documents or any other offering document; (iv) arranging for the payment of the purchase monies payable for New Shares to be delivered or retained, as the case may be; (v) executing and, if applicable, agreeing to any variation in the terms of the Underwriting Agreement and this Agreement, and taking any other action, which in their judgment, they deem advisable in connection with the offering, purchase, sale and distribution of securities; (vi) making representations and warranties as set forth in Article 5 of the Underwriting Agreement or any other representations or warranties as deemed necessary by the Process Bank under the Underwriting Agreement; (vii) borrowing, together with the other Joint Bookrunners, for the account of each Underwriter in proportion to its Commitment, such funds as may be necessary in order that payments to the Company can be effected as specified in the Underwriting Agreement; and, if any amount is not received from any Underwriter, charging such defaulting Underwriter interest at market rates for defaults of payment to be repaid by such defaulting Underwriter forthwith upon demand and included in the calculating of expenses. As an alternative to borrowing, the Process Bank, together with the other Joint Bookrunners may lend as principals, and may charge interest at then current rates on, such amounts as referred to in Article 6(3) of this Agreement; (viii) to agree, on their behalf, and execute and deliver “SAS 72 AU-C Section 920 Representation Letters” with KPMGKPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, independent auditors of the Company, if required, regarding delivery of letters containing statements and information of the type included in accountants “comfort letters” and “bring down comfort letters” with respect to the Offer Documents; (ix) enter into agreements with legal counsel representing the Underwriters; (x) taking any other action which, in the judgment of the Process Bank, it deems advisable in connection with the Offering. 7.2 (2) The Process Bank, acting on behalf of the Underwriters, shall, upon consultation with the other Joint Bookrunners, be entitled to: (i) terminate the Underwriting Agreement in accordance with its provisions and to make any judgement relating to the satisfaction of conditions to the obligations of the Underwriters and the Company in the Underwriting Agreement, waive compliance with the lockup undertaking in Article 5(2)(s) of the Underwriting Agreement and to waive compliance with any of the conditions as set forth in Article 8 of the Underwriting Agreement in respect of which the right of waiver is reserved in its sole discretion; (ii) making any judgment relating to the occurrence of a Material Adverse Event, including making the judgment and exercising the right to terminate the Underwriting Agreement as provided therein.

AUTHORITY TO PROCESS BANK. 7.1 (1) Each of the Underwriters (other than the Process Bank) hereby confirms its authorization (Bevollmächtigung) to representatives of the Process Bank in accordance with Article 1 above to execute this Agreement and the Underwriting Agreement on its behalf and to make representations and agreements on its behalf and, if required or deemed appropriate by the representatives of the Process Bank, in its name as set forth therein. Each of the Underwriters (other than the Process Bank) has authorized in accordance with Article 1 representatives of the Process Bank as its representatives to take all actions and to do all acts and things on its behalf and in its name, and to exercise all powers and discretions which the Underwriters are required or entitled to exercise under the Underwriting Agreement and which are necessary or desirable in order to implement the provisions of this Agreement and the Underwriting Agreement, including but not limited to: (i) contributing information to the Offer Documents, and approving and signing any amendments or supplements to Offer Documents; (ii) filing with the BaFin, any governmental agency, other competent authority or stock exchange any documents, notices and reports required in connection with any transactions effected by the Process Bank or on their behalf for such Underwriters’ account pursuant to the Underwriting Agreement and this Agreement, and each Underwriter agrees to furnish the Process Bank with any information and certificates needed for such documents, notices and reports; (iii) signing of the German Prospectus, other Offer Documents or any other offering document; (iv) arranging for the payment of the purchase monies payable for New Shares to be delivered or retained, as the case may be; (v) executing and, if applicable, agreeing to any variation in the terms of the Underwriting Agreement and this Agreement, and taking any other action, which in their judgment, they deem advisable in connection with the offering, purchase, sale and distribution of securities; (vi) making representations and warranties as set forth in Article 5 of the Underwriting Agreement or any other representations or warranties as deemed necessary by the Process Bank under the Underwriting Agreement; (vii) borrowing, together with the other Joint Bookrunners, for the account of each Underwriter in proportion to its Commitment, such funds as may be necessary in order that payments to the Company can be effected as specified in the Underwriting Agreement; and, if any amount is not received from any Underwriter, charging such defaulting Underwriter interest at market rates for defaults of payment to be repaid by such defaulting Underwriter forthwith upon demand and included in the calculating of expenses. As an alternative to borrowing, the Process Bank, together with the other Joint Bookrunners may lend as principals, and may charge interest at then current rates on, such amounts as referred to in Article 6(3) of this Agreement; (viii) to agree, on their behalf, and execute and deliver “SAS 72 Representation Letters” with KPMGKPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, independent auditors of the Company, if required, regarding delivery of letters containing statements and information of the type included in accountants “comfort letters” and “bring down comfort letters” with respect to the Offer Documents; (ix) enter into agreements with legal counsel representing the Underwriters; (x) taking any other action which, in the judgment of the Process Bank, it deems advisable in connection with the Offering. 7.2 (2) The Process Bank, acting on behalf of the Underwriters, shall, upon consultation with the other Joint Bookrunners, be entitled to: (i) terminate the Underwriting Agreement in accordance with its provisions and to make any judgement relating to the satisfaction of conditions to the obligations of the Underwriters and the Company in the Underwriting Agreement, waive compliance with the lockup undertaking in Article 5(2)(s) of the Underwriting Agreement and to waive compliance with any of the conditions as set forth in Article 8 of the Underwriting Agreement in respect of which the right of waiver is reserved in its sole discretion; (ii) making any judgment relating to the occurrence of a Material Adverse Event, including making the judgment and exercising the right to terminate the Underwriting Agreement as provided therein.