Common use of Obligors’ Agent Clause in Contracts

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) and in each case that Obligor shall be bound as though that Obligor itself had supplied such information, given such notices and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and received such notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) Obligor, by its execution of this Agreement or an Accession Deed Agreement, irrevocably (to the extent permitted by law) appoints the Borrower Obligors’ Agent to act severally on its behalf as its agent (the “Obligors’ Agent”) in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Borrower Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Lender Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Finance Documents (including, to execute on its behalf any Accession Deedwhere relevant, Drawdown Requests) and to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that ObligorObligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) the Lender each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Borrower; and (iii) Obligors’ Agent, and in each case that Obligor the Obligors shall be bound as though that Obligor itself had supplied such information, given such the notices and instructions, instructions (including any Drawdown Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communicationcommunication and each Interim Finance Party may rely on any action taken by the Obligors’ Agent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Interim Finance Document on behalf of another Obligor or in connection with any Interim Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Interim Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with itit (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices notices, consents, and instructions, to agree, accept and execute on its behalf any Accession DeedDeed and all Finance Documents, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may increase that Obligor’s obligations affect the Obligor or otherwise affect that Obligor, the Parent and to give confirmations as to the continuation of guarantee obligations, in each case case, without further reference to or the consent of that ObligorObligor or the Parent; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor or the Parent pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that Obligor or the Parent shall be bound as though that Obligor or the Parent itself had supplied such informationgiven the notices, given such notices consents and instructionsinstructions (including, without limitation, the Utilisation Request) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and variationssupplements, given such confirmations and variations or consents, or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or the Parent or in connection with any Finance Document (whether or not known to any other Obligor or the Parent and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor and the Parent as if that Obligor or the Parent had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other ObligorObligor or the Parent, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an a Accession Deed Agreement irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give and receive all notices notices, consents and instructionsinstructions (including, in the case of a Borrower, Drawdown Notice), to agree, accept and execute on its behalf any Accession Deedall documents in connection with the Finance Documents (including accession documents, to make such agreements and to effect all amendments, supplements and variations of and consents under the Finance Documents) and to execute any further Finance Document and to take any such other action as may be necessary or desirable under or in connection with the Finance Documents, in each case capable of being given, made or effected by any such Obligor notwithstanding that they may increase that Obligor’s affect such Obligor (including, without limitation on, by increasing the obligations of such Obligor however fundamentally, whether by increasing the liabilities guaranteed by such Obligor or otherwise affect that Obligorotherwise), and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that such Obligor shall be bound as though that the Obligor itself had supplied such information, given such notices and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and received such notice, demand or other communicationtaken the relevant action. (b) Every Each Obligor agrees that every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with ittherewith. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: (i) any actual or purported irregularity in any act done, or failure to act, by the Company; (ii) the Company acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or (iii) any actual or purported failure by, or inability of, the Company to inform any Obligor of receipt by it of any notification under the Finance Documents.

Obligors’ Agent. (a) ‌ 17.5.1 Each Obligor (other than the Borrower) by its execution of or accession to this Agreement or an Accession Deed irrevocably appoints the Borrower to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises:authorises:‌ (ia) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (iib) the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. 17.5.2 If under the laws of the relevant jurisdiction it is required that the Borrower acts under a power of attorney in order to perform actions listed in Clause 17.5.1 above, the relevant Obligor shall issue a power of attorney in the name of the Borrower in the form required by applicable legislation. Such power of attorney should be in place with the Borrower at any time it performs any actions on behalf of the relevant Obligors and is not to be amended or revoked without the consent of the Lender. The Borrower must provide the Lender at its request with such power of attorney (b) in the form required by applicable legislation). If a power of attorney terminates, expires or becomes invalid, the relevant Obligor shall issue another power of attorney replacing the terminated, expired or invalid power of attorney. 17.5.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail, unless such notice or communication expressly provides otherwise.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Parent to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail. (c) Each Obligor hereby releases the Parent from any restrictions on representing several persons and/or self-dealing under any applicable law (including, but not limited to, from the restrictions arising under section 181 of the German Civil Code (Bürgerliches Gesetzbuch)).

Obligors’ Agent. (a) 2.5.1 Each Obligor (other than the Borrower) Borrowers), by its execution of this Agreement or an Accession Deed Agreement, hereby irrevocably appoints the Borrower authorises Borrowers to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) authorises and appoints the Borrower Borrowers, as its attorney, on its behalf behalf, to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents, to execute execute, on its behalf behalf, any Accession Deed, to make such agreements Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect all amendmentson an Obligor and including, supplements and variations capable for the avoidance of being givendoubt, made any further increase of the total commitments under this Agreement as set out in Clause 2.3) including confirmation of guarantee obligations in connection with any amendment or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as consent in relation to the continuation of guarantee obligationsFacility, in each case without further reference to or the consent of that Obligor; andsuch Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Facility Agent. The power hereby conferred is a general power of attorney and the Obligor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which such attorney may execute or do and to grant as many private and public document (including certificates and notarial powers of attorney duly apostilled) and comply with as many formalities as may be necessary or convenient for this power to be effective under each relevant jurisdiction. In relation to the power referred to herein, the exercise by the Borrowers of such power shall be conclusive evidence of its right to exercise the same. 2.5.2 Each Obligor (ii) other than the Lender Borrowers), hereby appoints the Borrowers as its agent for service and hereby authorises each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Borrowers on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, been given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communication. (b) 2.5.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Borrowers under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligor) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices notice or other communications communication of the Obligors’ Agent Borrowers and any other Obligor, those the choice of the Obligors’ Agent Borrowers shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Parent to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Facility Agent and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; andParent. (iiib) and in In each case that at clause 1.4(a), each Obligor shall be bound as though that Obligor itself had supplied such information, given such the notices and instructions, instructions or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (bc) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. . (d) The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: (i) any actual or purported irregularity in any act done, or failure to act, by the Obligors' Agent; (ii) the Obligors' Agent acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or (iii) any actual or purported failure by, or inability of, the Obligors' Agent to inform any Obligor of receipt by it of any notification under the Finance Documents. (e) In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerUltimate Parent) by its execution of this the First Amendment and Restatement Agreement or an Accession Deed irrevocably revokes the appointment of the Parent as Obligors Agent and appoints the Borrower Ultimate Parent to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Ultimate Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Ultimate Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an (including by way of execution of a Guarantor Accession Deed Agreement) irrevocably appoints authorizes the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents (and the Finance Parties may rely on any Requests or other notices given by the Company on behalf of such Obligor), to execute on its behalf any Accession DeedFinance Document (including, to make such agreements without limitation, any waiver or amendment request) and to effect all amendments, supplements and variations capable of being given, made or effected by enter into any Obligor agreement in connection with the Finance Documents notwithstanding that they the same may increase that Obligor’s obligations or otherwise affect that such Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that such Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company on its behalf, and in each such case that such Obligor shall will be bound thereby as though that such Obligor itself had supplied such information, given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communicationcommunications. (biii) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Company under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same (and irrespective of whether the Company has complied with its obligations under paragraph (b) below). In the event of any conflict between any notices or other communications of the Obligors’ Agent Company and any other Obligor, those of the Obligors’ Agent Company shall prevail. (b) Without prejudice to the foregoing, the Company shall at all times keep each Obligor informed of all such actions taken or notices or instructions given by the Company on behalf of such Obligor and to the extent practicable or desirable consult with and take instructions from such Obligor.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail. (c) Each Obligor (other than the Company) hereby relieves the Company from the restrictions of self- dealing and representation of more than one party with respect to one and the same transaction under any applicable laws (including, but not limited to, any restrictions pursuant to Section 181 of the German Civil Code (Bürgerliches Gesetzbuch)) regarding the powers and authorities conferred upon the Company under this Clause 2.4.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorized signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and the Hedge Counterparties and to give all notices notices, consents, and instructions, to agree, accept and execute on its behalf any Accession DeedDeed and any Finance Document, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, Obligor and to give confirmations as to the continuation of guarantee obligations, in each case case, without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that Obligor shall be bound as though that Obligor itself had supplied such information, given such notices notices, consents and instructionsinstructions (including the Utilization Request) or agreed, accepted and executed such Accession DeedsDeed and such Finance Document, made such agreements, agreements or effected such amendments, supplements and variations, given such confirmations and received such notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices notices, consents and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to agree, accept and execute on its behalf any Accession DeedDeed and all documents in connection with the Finance Documents, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent in connection with the Finance Documents notwithstanding that they may increase that Obligor’s obligations affect the Obligor or otherwise affect that Obligorthe Parent, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that ObligorObligor or the Parent; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor or the Parent pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor and the Parent shall be bound as though that the Obligor or the Parent itself had supplied such informationgiven the notices, given such notices consents and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, consent, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or the Parent or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor or the Parent as if that Obligor or the Parent had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other ObligorObligor or the Parent, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) 2.6.1 Each Obligor (other than the Borrower) Borrowers), by its execution of this Agreement or an Accession Deed Agreement, hereby irrevocably appoints authorises the Borrower Borrowers to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) authorises and appoints the Borrower Borrowers, as its attorney, on its behalf behalf, to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents, to execute execute, on its behalf behalf, any Accession Deed, to make such agreements Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect all amendmentson an Obligor and including, supplements and variations capable for the avoidance of being givendoubt, made any further increase of the total commitments under this Agreement as set out in Clause 2.3) including confirmation of guarantee obligations in connection with any amendment or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as consent in relation to the continuation of guarantee obligationsFacility, in each case without further reference to or the consent of that Obligor; andsuch Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Facility Agent. The power hereby conferred is a general power of attorney and the Obligor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which such attorney may execute or do and to grant as many private and public document (including certificates and notarial powers of attorney duly apostilled) and comply with as many formalities as may be necessary or convenient for this power to be effective under each relevant jurisdiction. In relation to the power referred to herein, the exercise by the Borrowers of such power shall be conclusive evidence of its right to exercise the same. 2.6.2 Each Obligor (ii) other than the Lender Borrowers), hereby appoints the Borrowers as its agent for service and hereby authorises each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Borrowers on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, been given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communication. (b) 2.6.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Borrowers under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligor) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices notice or other communications communication of the Obligors’ Agent Borrowers and any other Obligor, those the choice of the Obligors’ Agent Borrowers shall prevail. 2.6.4 Each Obligor incorporated in Germany releases, to the extent possible, the Borrowers from any restrictions of self-dealing and multiple representation under any applicable law (including, but not limited to, section 181 of the German Civil Code (Bürgerliches Gesetzbuch)) for the purposes of this Clause 2.6

Obligors’ Agent. (a) Each Unless otherwise prohibited by applicable law, the Parent and each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company (or any other Obligor which the Company from time to time notifies the Agent has been appointed as Obligors’ Agent) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by the Parent or any Obligor notwithstanding that they may increase that Obligor’s obligations affect the Parent or otherwise affect that Obligorthe relevant Obligor (as applicable), and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of the Parent or that Obligorrelevant Obligor (as applicable); and (ii) the Lender each Finance Party to give any notice, demand or other communication to the Parent or that Obligor (as applicable) pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Parent or the relevant Obligor (as applicable) shall be bound as though that the Parent or the relevant Obligor (as applicable) itself had supplied such information, been given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or had effected such the amendments, supplements and or variations, given such confirmations and or had received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of the Parent or another Obligor or in connection with any Finance Document (whether or not known to the Parent or any other Obligor and and, in the case of another Obligor, whether occurring before or after such other Obligor became an Obligor under a party to any Finance Document) shall be binding for all purposes on the Parent or that Obligor (as applicable) as if the Parent or that Obligor (as applicable) had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and the Parent or any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Parent (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communicationcommunication and each Finance Party may rely on any action taken by the Parent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. ‌ (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Parent to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, any Increase Confirmation, any Additional Facility Accession Deed, any other Finance Document as may be required under this Agreement and any guarantee or security amendment, extension, transfer or assignment, ratification and/or release, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect or increase that Obligor’s the obligations or otherwise affect that Obligor, of the Obligor and to give confirmations as to the continuation confirmation of guarantee surety obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerIssuer) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Issuer (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Issuer on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf agree the terms of any Accession DeedIncremental Facility and to deliver any Incremental Facility Notice, to make such agreements and to effect all the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor (notwithstanding that they may increase that the Obligor’s 's obligations or otherwise affect that the Obligor, ) and to give confirmations confirmation as to the continuation of guarantee surety obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Issuer, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Notes Subscription Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Obligor Accession Deed Agreement irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Obligor Accession DeedAgreement or Additional Facility Accession Agreement, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. Each Obligor (other than the Company) exempts the Company from the restrictions in section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under this Agreement are and the Security created by the Transaction Security Documents is, intended to guarantee and secure, respectively, all obligations arising under the Finance Documents), any guarantee or Security created by the Transaction Security Documents does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) amendment, variation, increase, extension or addition of or to any of the Finance Documents and/or any Facility or amount made available under any of the 63140965_9 Finance Documents, each Obligor (other than the Company) expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Security on behalf of such Obligor.

Obligors’ Agent. (a) 2.6.1 Each Obligor (other than the Borrower) Borrowers), by its execution of this Agreement or an Accession Deed Agreement, hereby irrevocably appoints authorises the Borrower Borrowers to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) authorises and appoints the Borrower Borrowers, as its attorney, on its behalf behalf, to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents, to execute execute, on its behalf behalf, any Accession Deed, to make such agreements Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect all amendmentson an Obligor and including, supplements and variations capable for the avoidance of being givendoubt, made any further increase of the total commitments under this Agreement as set out in Clause 2.3) including confirmation of guarantee obligations in connection with any amendment or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as consent in relation to the continuation of guarantee obligationsFacility, in each case without further reference to or the consent of that Obligor; andsuch Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Facility Agent. The power hereby conferred is a general power of attorney and the Obligor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which such attorney may execute or do and to grant as many private and public document (including certificates and notarial powers of attorney duly apostilled) and comply with as many formalities as may be necessary or convenient for this power to be effective under each relevant jurisdiction. In relation to the power referred to herein, the exercise by the Borrowers of such power shall be conclusive evidence of its right to exercise the same. 2.6.2 Each Obligor (ii) other than the Lender Borrowers), hereby appoints the Borrowers as its agent for service and hereby authorises each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Borrowers on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, been given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communication. (b) 2.6.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Borrowers under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligor) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices notice or other communications communication of the Obligors’ Agent Borrowers and any other Obligor, those the choice of the Obligors’ Agent Borrowers shall prevail. 2.6.4 Each Obligor incorporated in Germany releases, to the extent possible, the Borrowers from any restrictions of self-dealing and multiple representation under any applicable law (including, but not limited to, section 181 of the German Civil Code (Bürgerliches Gesetzbuch)) for the purposes of this Clause 2.6 #10394456/1

Obligors’ Agent. (a) Each Until Smurfit Kappa Investments becomes a Party, each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents Documents. (b) On and from the date on which Smurfit Kappa Investments becomes a Party, the authority of the Company under paragraph (a) above shall cease and each Obligor (other than Smurfit Kappa Investments) irrevocably appoints Smurfit Kappa Investments (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents. (c) Each Obligor (other than the relevant Obligors’ Agent) irrevocably authorises: (i) the Borrower Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of the Borrower, Utilisation Requests and Selection Notices), to execute on its behalf any Accession DeedLetter and any guarantee or security confirmation, extension or ratification (subject to any applicable limitations on such guarantee or security referred to in Clause 17 (Guarantee and Indemnity), to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Obligors’ Agent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests and Selection Notices) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communicationcommunication and each Finance Party may rely on any action taken by the Obligors’ Agent on behalf of that Obligor. (bd) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each The Parent and each Obligor (other than the Company and the US Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints authorises the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself itself, its financial condition and otherwise to the relevant persons contemplated by under this Agreement to the Lender and to give all notices and instructions, instructions to execute on its behalf any Accession Deed, to make such agreements Finance Document and to effect all amendments, supplements and variations capable of being given, made or effected by enter into any Obligor agreement in connection with the Finance Documents notwithstanding that they the same may increase that Obligor’s obligations affect the Parent or otherwise affect that such Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that the Parent or such Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that be given to or served on the Parent or such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company on its behalf, and in each such case that the Parent or such Obligor shall will be bound thereby as though that the Parent or such Obligor itself had supplied such information, given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements Finance Document and variations, given such confirmations and agreement or received any such notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Obligors Agent under any Finance Document on behalf of another Obligor Document, or in connection with any Finance Document this Agreement (whether or not known to the Parent or any other Obligor Obligor, as the case may be, and whether occurring before or after such other Obligor person became an Obligor under any Finance Document) party to this Agreement), shall be binding for all purposes on that Obligor the Parent and all other Obligors (other than the US Borrower) as if that Obligor the Parent or the other Obligors (other than the US Borrower) had expressly made, given or concurred with itthe same. In the event of any conflict between any notices or other communications of the Obligors’ Obligors Agent and the Parent or any other ObligorObligor (other than the US Borrower), those of the Obligors’ Obligors Agent shall prevail.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints and authorises (bevollmächtigt) the Borrower, and each German Obligor (other than the Borrower) hereby releases the Borrower to act on its behalf as its agent from the restrictions of Section 181 of the German Civil Code (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises:BGB): (ia) as agent for such Obligor to receive all notices, requests, demands or other communications under this Agreement which shall, without prejudice to any other effective mode of serving the Borrower same, be properly served on its behalf such Obligor if served on the Parent in accordance with clause 33 (Notices); and (b) to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions (including any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Parent (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, other agreement, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such the agreements, or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communicationcommunication and each Finance Party may rely on any action taken by the Parent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) Guarantor by its execution of this Agreement agreement or an Accession Deed Letter irrevocably appoints the Borrower Account Party to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Account Party on its behalf to supply all information concerning itself contemplated by this Agreement agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor Guarantor (notwithstanding that they may increase that Obligorthe Guarantor’s obligations or otherwise affect that Obligor, the Guarantor) and to give confirmations confirmation as to the continuation of guarantee surety obligations, in each case without further reference to or the consent of that ObligorGuarantor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor Guarantor pursuant to the Finance Documents to the Borrower; and (iii) Account Party, and in each case that Obligor the Guarantor shall be bound as though that Obligor the Guarantor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor a Guarantor or in connection with any Finance Document (whether or not known to any other Obligor Guarantor and whether occurring before or after such other Obligor Guarantor became an Obligor a Guarantor under any Finance Document) shall be binding for all purposes on that Obligor Guarantor as if that Obligor Guarantor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other ObligorGuarantor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerXxxxxx.xxx Group B.V.) by its execution of this Agreement or (including by way of execution of an Accession Deed Agreement) irrevocably appoints the Borrower authorises Xxxxxx.xxx Group B.V. to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Senior Finance Documents and irrevocably authorises: (i) the Borrower Xxxxxx.xxx Group B.V. on its behalf to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions (including, in the case of a Borrower, Requests and notices pursuant to Clause 11.1) to be given by such Obligor under the Senior Finance Documents (and the Finance Parties may rely on any Requests or other notices given by Xxxxxx.xxx Group B.V. on behalf of such Obligor), to execute on its behalf any Accession Deed, to make such agreements Senior Finance Document (other than Security Documents) and to effect all amendments, supplements and variations capable of being given, made or effected by enter into any Obligor agreement in connection with the Senior Finance Documents notwithstanding that they the same may increase that Obligor’s obligations or otherwise affect that such Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that such Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Senior Finance Documents to the Borrower; and (iii) Xxxxxx.xxx Group B.V. on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communicationcommunications. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Xxxxxx.xxx Group B.V. under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same (and irrespective of whether Xxxxxx.xxx Group B.V. has complied with its obligations under paragraph (c) below). In the event of any conflict between any notices or other communications of the Obligors’ Agent Xxxxxx.xxx Group B.V. and any other Obligor, those of the Obligors’ Agent Xxxxxx.xxx Group B.V. shall prevail. (c) Without prejudice to the foregoing, Xxxxxx.xxx Group B.V. shall at all times keep each Obligor informed of all such actions taken or notices or instructions given by Xxxxxx.xxx Group B.V. on behalf of such Obligor and to the extent practicable or desirable consult with and take instructions from such Obligor.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent Company or given to the Obligors’ Agent Company under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent Company and any other Obligor, those of the Obligors’ Agent Company shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Document irrevocably appoints the Borrower Company to act on its behalf as its agent (the and also as its “Obligors’ Agent”mandatario con rappresentanza” pursuant to Italian law) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedDocument, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations however fundamentally, whether by increasing the liabilities guaranteed by, or otherwise affect that affecting that, Obligor, and to give confirmations as to the continuation of guarantee surety obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the relevant Obligor shall be bound as though that Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) For the purposes of the provisions of this Agreement (including, but not limited to this Clause 2.4) each Obligor exempts the Company, to the extent legally possible, from any restrictions on self-dealing and multi-representation set out in section 181 of the BGB and any similar restriction under any applicable laws.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints and authorises (bevollmächtigt) the Borrower, and each German Obligor (other than the Borrower) hereby releases the Borrower to act on its behalf as its agent from the restrictions of Section 181 of the German Civil Code (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises:BGB): (ia) as agent for such Obligor to receive all notices, requests, demands or other communications under this Agreement which shall, without prejudice to any other effective mode of serving the Borrower same, be properly served on its behalf such Obligor if served on the Parent in accordance with clause 33 (Notices); and (b) to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions (including any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) 2.5.1 Each Obligor (other than the Borrower) Borrowers), by its execution of this Agreement or an Accession Deed Agreement, hereby irrevocably appoints authorises the Borrower Borrowers to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) authorises and appoints the Borrower Borrowers, as its attorney, on its behalf behalf, to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents, to execute execute, on its behalf behalf, any Accession Deed, to make such agreements Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect all amendmentson an Obligor and including, supplements and variations capable for the avoidance of being givendoubt, made any further increase of the total commitments under this Agreement as set out in Clause 2.3) including confirmation of guarantee obligations in connection with any amendment or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as consent in relation to the continuation of guarantee obligationsFacility, in each case without further reference to or the consent of that Obligor; andsuch Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Facility Agent. The power hereby conferred is a general power of attorney and the Obligor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which such attorney may execute or do and to grant as many private and public document (including certificates and notarial powers of attorney duly apostilled) and comply with as many formalities as may be necessary or convenient for this power to be effective under each relevant jurisdiction. In relation to the power referred to herein, the exercise by the Borrowers of such power shall be conclusive evidence of its right to exercise the same. 2.5.2 Each Obligor (ii) other than the Lender Borrowers), hereby appoints the Borrowers as its agent for service and hereby authorises each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Borrowers on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, been given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communication. (b) 2.5.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Borrowers under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligor) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices notice or other communications communication of the Obligors’ Agent Borrowers and any other Obligor, those the choice of the Obligors’ Agent Borrowers shall prevail. 2.5.4 Each Obligor incorporated in Germany releases, to the extent possible, the Borrowers from any restrictions of self-dealing and multiple representation under any applicable law (including, but not limited to, section 181 of the German Civil Code (Bürgerliches Gesetzbuch)) for the purposes of this Clause 2.5

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement any Finance Document to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may increase that Obligor’s obligations or otherwise affect that ObligorObligor or the Parent (as the case may be), and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that ObligorObligor or the Parent (as the case may be); and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor or the Parent (as the case may be) pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that Obligor or the Parent (as the case may be) shall be bound as though that Obligor or the Parent (as the case may be) itself had supplied such information, given such notices and instructions, executed such Accession DeedsDeed, made such agreements, effected such amendments, supplements and variations, given such confirmations variations and received such relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or the Parent (as the case may be) or in connection with any Finance Document (whether or not known to any other Obligor or the Parent (as the case may be) and whether occurring before or after such other Obligor or the Parent (as the case may be) became an Obligor or the Parent (as the case may be) under any Finance Document) shall be binding for all purposes on that Obligor or the Parent (as the case may be) as if that Obligor Obligor, the Parent (as the case may be) had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other ObligorObligor or the Parent (as the case may be), those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement agreement or an Accession Deed irrevocably appoints the Borrower Parent (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf agree any Accession DeedIncremental Term Facility Terms and to deliver any Incremental Term Facility Notice, to make such agreements and to effect all the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor (notwithstanding that they may increase that the Obligor’s 's obligations or otherwise affect that the Obligor, ) and to give confirmations confirmation as to the continuation of guarantee surety obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) and Topco, by its execution of this Agreement or an Accession Deed Agreement, irrevocably (to the extent permitted by law) appoints the Borrower Obligors' Agent to act severally on its behalf as its agent (the “Obligors’ Agent”) in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Borrower Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Lender Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Finance Documents (including, to execute on its behalf any Accession Deedwhere relevant, Drawdown Requests) and to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor or Topco (as applicable) notwithstanding that they may increase that Obligor’s obligations affect the Obligor or otherwise affect that ObligorTopco (as applicable), and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that ObligorObligor or Topco (as applicable) (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) the Lender each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Borrower; and (iii) Obligors' Agent, and in each case that the Obligor or Topco (as applicable) shall be bound as though that the Obligor or Topco itself (as applicable) had supplied such information, given such the notices and instructions, instructions (including any Drawdown Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communicationcommunication and each Interim Finance Party may rely on any action taken by the Obligors' Agent on behalf of that Obligor or Topco (as applicable). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Interim Finance Document on behalf of another Obligor or Topco (as applicable) or in connection with any Interim Finance Document (whether or not known to any other Obligor or Topco (as applicable) and whether occurring before or after such other Obligor or Topco (as applicable) became an Obligor or Topco (as applicable) under any Interim Finance Document) Document shall be binding for all purposes on that Obligor or Topco (as applicable) as if that Obligor or Topco (as applicable) had expressly made, given or concurred with itit (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other ObligorObligor or Topco (as applicable), those of the Obligors’ ' Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors' Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor. (d) For the purpose of this Clause 4, each Obligor or Topco (as applicable) other than the Obligors' Agent (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled to the extent necessary under applicable law) to the Obligors' Agent and comply with any necessary formalities in connection therewith. (e) The Obligors' Agent shall be released from the restrictions of self-dealing (howsoever described) to the extent legally possible and from any restrictions under any applicable laws of any jurisdiction.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and the Hedge Counterparties and to give all notices notices, consents, and instructions, to agree, accept and execute on its behalf any Accession DeedDeed or any other Finance Document, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase affect that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case case, without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that Obligor shall be bound as though that Obligor itself had supplied such information, given such notices notices, consents and instructionsinstructions (including, without limitation, any Utilisation Request and any Selection Notice) or agreed, accepted and executed such Accession DeedsDeed or such other Finance Document, made such agreements, agreements or effected such amendments, supplements and variations, given such confirmations and received such notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Parent to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including Utilisation Requests), to execute on its behalf any Accession Deed, Deed to make such agreements deeds and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent agent or given to the Obligors’ Agent agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent agent and any other Obligor, those of the Obligors’ Agent agent shall prevail.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Parent to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (ia) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, to execute on its behalf any Accession Deedin the case of a Borrower, Utilisation Requests) to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (iib) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent Parent or given to the Obligors’ Agent Parent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent Parent and any other Obligor, those of the Obligors’ Agent Parent shall prevail. 2.3.3 It is expressly agreed that the appointment under this Clause 2.3 is given with full power of substitution and also applies to any situation where the Parent acts as an Obligor's counterparty (Selbsteintritt) within the meaning of Section 3:68 of the Dutch Civil Code or as a representative of an Obligor's counterparty.

Obligors’ Agent. (a) 3.2.1 Each Obligor (other than the BorrowerPlateau) by its execution of that is a party to this Agreement or an Accession Deed irrevocably appoints the Borrower Plateau to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (ia) the Borrower Plateau on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor, provided that notwithstanding anything to the contrary contained in this Agreement or any other Finance Document, Plateau is not authorised to act on behalf of any Obligor without first obtaining the further written consent of such Obligor in relation to any matter (including without limitation the giving of notices and instructions and the making of agreements on behalf of such Obligor) which will or might reasonably be expected to increase the liability or obligations (whether actual or contingent) of the Obligor under the Finance Documents or otherwise materially prejudice the position of that Obligor under the Finance Documents; and (iib) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Plateau, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) 3.2.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) 4.1 Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) 4.1.1 the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender 4.1.2 each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , Common Terms Agreememt_Execution and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Request) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) 4.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. . 4.3 The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: 4.3.1 any actual or purported irregularity in any act done, or failure to act, by the Obligors’ Agent; 4.3.2 the Obligors’ Agent acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or 4.3.3 any actual or purported failure by, or inability of, the Obligors’ Agent to inform any Obligor of receipt by it of any notification under the Finance Documents. 4.4 In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerParent) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Parent (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Parent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf agree any Accession DeedIncremental Facility Terms and to deliver any Incremental Facility Notice, to make such agreements and to effect all the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor (including the increase that Obligor’s obligations or otherwise affect that Obligor, of obligations) and to give confirmations the confirmation as to the continuation of guarantee surety obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) For the purpose of this clause 2.5 each Obligor (to the extent necessary under applicable law) shall grant a specific power of attorney (notarized and apostilled) to the Company and comply with any necessary formalities in connection therewith.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany and the Obligor Administration Companies) by its execution of this Agreement or an Accession Deed Document irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedDocument, to make such agreements and to effect all the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee surety obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the relevant Obligor shall be bound as though that Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself that Obligor contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, to execute on its behalf any Accession Deedin the case of the Borrower, the Utilisation Request), to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any that Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, the Utilisation Request) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any that other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. For this purpose each Obligor (other than the Company) incorporated in Germany releases the Company to the fullest extent possible from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail. (c) For the purposes of Italian law, the Obligors' Agent shall be considered as "mandatario con rappresentanza" hereby duly appointed by the Obligors in order to act in their name and on their behalf for the purposes and within the limits set out in the Finance Documents.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication.. 0080105-0000405 PA:20488617.7 64 (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent Borrower or given to the Obligors’ Agent Borrower under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent Borrower and any other Obligor, those of the Obligors’ Agent Borrower shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerIssuer) by its execution of this Agreement, a Guarantee Agreement or an Accession Deed Letter irrevocably appoints the Borrower Issuer (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Senior Finance Documents and irrevocably authorises: (i) the Borrower Issuer on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Secured Parties and to give all notices and instructions, to execute on its behalf any Accession DeedSenior Finance Document, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Secured Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than irrevocably authorises the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give and receive all notices and instructionsinstructions including in the case of a Borrower, Utilisation Requests, Selection Notices and any other instructions relating to execute on its behalf Utilisations or to the application of the proceeds thereof including the entry into with any Accession Deed, person of foreign exchange contracts in relation to such proceeds and make such agreements and expressed to effect all amendments, supplements and variations be capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) and in each case that Obligor shall be bound as though that Obligor itself had supplied such information, given such notices and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and received such notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another the Obligors or any of them under this Agreement; (ii) to execute on its behalf any Accession Letters; and (iii) to enter into any agreement capable of being entered into by any Obligor notwithstanding that such agreement may affect (adversely or in connection with otherwise) such Obligor (including the terms of any consent or waiver given or required under the Finance Document (whether or not known Documents and all amendments made to any of them and any amendment, variation, supplement, restatement or novation of any of the Finance Documents, however fundamental it may be and notwithstanding any increase or other change in the obligations of such Obligor), without further reference to, or consent of, such Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on bound thereby as though such Obligor itself had given such notices and instructions (including, without limitation, Utilisation Requests) or entered into such agreements provided that Obligor as if that Obligor had expressly made, given or concurred with it. In in the event of any conflict between any notices notice or other communications communication of an Obligor (other than the Obligors’ Agent Agent) and any other Obligoran Obligors’ Agent, those that of the Obligors’ Agent shall prevail. (b) In all matters relating to the Finance Documents, each Obligor acknowledges and confirms that it is acting as principal and for its own account and not as agent or trustee or in any other capacity whatsoever on behalf of any third party save as expressly provided in paragraph (a) of this Clause 35.4. (c) Each Obligor agrees that it will provide to the Obligors’ Agent such information as the Obligors’ Agent may reasonably require in order to give effect to its obligations under this Agreement. (d) The Obligors’ Agent will keep confidential information received by it under paragraph (c) above save that such information may be disclosed by the Obligors’ Agent for the purposes of discharging its obligations under this Agreement.

Obligors’ Agent. (a) Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and the Hedge Counterparties and to give all notices notices, consents, and instructions, to agree, accept and execute on its behalf any Accession DeedDeed and any Finance Document, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, Obligor and to give confirmations as to the continuation of guarantee obligations, in each case case, without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) , and in each case that Obligor shall be bound as though that Obligor itself had supplied such information, given such notices notices, consents and instructionsinstructions (including the Utilisation Request) or agreed, accepted and executed such Accession DeedsDeed and such Finance Document, made such agreements, agreements or effected such amendments, supplements and variations, given such confirmations and received such notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of an Issuer, any Notes Subscription Requests), to deliver any Additional Facility Notice, to execute on its behalf any Accession Deed, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; andand |EU-DOCS\34803319.2|| (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Notes Subscription Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) For this purpose each Obligor incorporated in Germany releases the Company to the fullest extent possible from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Obligors’ Agent. (a) 2.5.1 Each Obligor (other than the Borrower) Borrowers), by its execution of this Agreement or an Accession Deed Agreement, hereby irrevocably appoints the Borrower authorises Borrowers to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) authorises and appoints the Borrower Borrowers, as its attorney, on its behalf behalf, to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents, to execute execute, on its behalf behalf, any Accession Deed, to make such agreements Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect all amendmentson an Obligor and including, supplements and variations capable for the avoidance of being givendoubt, made any further increase of the total commitments under this Agreement as set out in Clause 2.3) including confirmation of guarantee obligations in connection with any amendment or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as consent in relation to the continuation of guarantee obligationsFacility, in each case without further reference to or the consent of that Obligor; andsuch Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Facility Agent. The power hereby conferred is a general power of attorney and the Obligor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which such attorney may execute or do and to grant as many private and public document (including certificates and notarial powers of attorney duly apostilled) and comply with as many formalities as may be necessary or convenient for this power to be effective under each relevant jurisdiction. In relation to the power referred to herein, the exercise by the Borrowers of such power shall be conclusive evidence of its right to exercise the same. 2.5.2 Each Obligor (ii) other than the Lender Borrowers), hereby appoints the Borrowers as its agent for service and hereby authorises each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Borrowers on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, been given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communication.. #3462336/1 24 (117) (b) 2.5.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Borrowers under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligor) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices notice or other communications communication of the Obligors’ Agent Borrowers and any other Obligor, those the choice of the Obligors’ Agent Borrowers shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement any Finance Document to the Lender Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect all amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may increase that Obligor’s obligations or otherwise affect that ObligorObligor or the Parent (as the case may be), and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that ObligorObligor or the Parent (as the case may be); and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor or the Parent (as the case may be) pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that Obligor or the Parent (as the case may be) shall be bound as though that Obligor or the Parent (as the case may be) itself had supplied such information, given such notices and instructions, executed such Accession DeedsDeed, made such agreements, effected such amendments, supplements and variations, given such confirmations variations and received such relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or the Parent (as the case may be) or in connection with any Finance Document (whether or not known to any other Obligor or the Parent (as the case may be) and whether occurring before or after such other Obligor or the Parent (as the case may be) became an Obligor or the Parent (as the case may be) under any Finance Document) shall be binding for all purposes on that Obligor or the Parent (as the case may be) as if that Obligor Obligor, the Parent (as the case may be) had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other ObligorObligor or the Parent (as the case may be), those of the Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Obligor Accession Deed Agreement irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Obligor Accession DeedAgreement or Additional Facility Accession Agreement, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; andand 39 63529049_1 (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. Each Obligor (other than the Company) exempts the Company from the restrictions in section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under this Agreement are and the Security created by the Transaction Security Documents is, intended to guarantee and secure, respectively, all obligations arising under the Finance Documents), any guarantee or Security created by the Transaction Security Documents does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) amendment, variation, increase, extension or addition of or to any of the Finance Documents and/or any Facility or amount made available under any of the Finance Documents, each Obligor (other than the Company) expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Security on behalf of such Obligor.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. For this purpose each Obligor (other than the Company) incorporated in Germany releases the Company to the fullest extent possible from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail. (c) For the purposes of Italian law, the Obligors’ Agent shall be considered as "mandatario con rappresentanza" hereby duly appointed by the Obligors in order to act in their name and on their behalf for the purposes and within the limits set out in the Finance Documents.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent (and, as to each Italian Obligor, as its “mandatario con rappresentanza” pursuant to Italian law, with express consent pursuant to articles 1394 and 1395 of the “Obligors’ Agent”Italian Civil Code) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf deliver any Accession DeedAccordion Increase Request, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or ​ ​ other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) Each Obligor (other than the Company) hereby releases the Company from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, to execute on its behalf any Accession Deedin the case of a Borrower, Utilisation Requests), to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions (including any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) Solely for the purpose of Mexican law, the Mexican Guarantor shall grant to the Company, before a Mexican notary public, an irrevocable power of attorney for ownership acts (poder para actos de dominio), administrative acts (poder para actos de administración) and lawsuits and collections (poder para pleitos y cobranzas) governed by the laws of Mexico. Until such power of attorney has been granted, the provisions of this Clause 2.3(c) and Clause 36.2 (Service of Process) shall not apply to the Mexican Guarantor

Obligors’ Agent. (a) Each Obligor (other than the Borrower) Obligor, by its execution of this Agreement or an Accession Deed Agreement, irrevocably (to the extent permitted by law) appoints the Borrower Obligors' Agent to act severally on its behalf as its agent (the “Obligors’ Agent”) in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Borrower Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Lender Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Finance Documents (including, to execute on its behalf any Accession Deedwhere relevant, Drawdown Requests) and to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that ObligorObligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) the Lender each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Borrower; and (iii) Obligors' Agent, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructions, instructions (including any Drawdown Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communicationcommunication and each Interim Finance Party may rely on any action taken by the Obligors' Agent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ ' Agent or given to the Obligors’ ' Agent under any Interim Finance Document on behalf of another Obligor or in connection with any Interim Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Interim Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with itit (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors’ ' Agent and any other Obligor, those of the Obligors’ ' Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors' Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor. (d) For the purpose of this Clause 4, each Obligor other than the Obligors' Agent (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled) to the Obligors' Agent and comply with any necessary formalities in connection therewith.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor notwithstanding that they may increase that the Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case surety obligations without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) Each Obligor (other than Topco, but including MGHL) agrees with effect from the date of the Topco Substitution that Topco shall become its agent in place of MGHL on the terms of paragraphs (a) and (b) above.

Obligors’ Agent. (aA) Each Obligor (other than the BorrowerKEFI) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower KEFI to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower KEFI on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, to execute on its behalf any Accession Deedin the case of a Borrower, Utilisation Requests), to make such agreements and to effect all any amendments, supplements and variations capable of being givento the Finance Documents or any other document in connection with such Finance Documents, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) KEFI, ▪ and in each case that the relevant Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (bB) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variationvariation (including by any increase in amounts owing or available to be utilised or any change to parties), notice or other communication given or made by the Obligors’ Agent KEFI or given to the Obligors’ Agent KEFI under any Finance Document or any other document on behalf of another Obligor the Obligors or in connection with any Finance Document or any other document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor the Obligors as if that Obligor all of the Obligors had expressly made, given or concurred with itit and without the need to obtain any confirmation or acknowledgement from any of the Obligors. In the event of any conflict between any notices or other communications of the Obligors’ Agent KEFI and any other Obligor, those of the Obligors’ Agent KEFI shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement (including by way of execution of a Borrower Accession Agreement or an a Guarantor Accession Deed Agreement) irrevocably appoints authorises the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Senior Finance Documents and irrevocably authorises: authorises (i) the Borrower Company on its behalf to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions (including, in the case of a Borrower, Requests and notices pursuant to Clause 11.1) to be given by such Obligor under the Senior Finance Documents (and the Finance Parties may rely on any Requests or other notices given by the Company on behalf of such Obligor), to execute on its behalf any Accession Deed, to make such agreements Senior Finance Document (other than Security Documents) and to effect all amendments, supplements and variations capable of being given, made or effected by enter into any Obligor agreement in connection with the Senior Finance Documents notwithstanding that they the same may increase that Obligor’s obligations or otherwise affect that such Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that such Obligor; and , and (ii) the Lender each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Senior Finance Documents to the Borrower; and (iii) Company on its behalf, and in each such case that such Obligor shall will be bound thereby as though that such Obligor itself had supplied such information, given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communicationcommunications. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Company under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Documentthis Agreement) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same (and irrespective of whether the Company has complied with its obligations under paragraph (c) below). In the event of any conflict between any notices or other communications of the Obligors’ Agent Company and any other Obligor, those of the Obligors’ Agent Company shall prevail. (c) Without prejudice to the foregoing, the Company shall at all times keep each Obligor informed of all such actions taken or notices or instructions given by the Company on behalf of such Obligor and to the extent practicable or desirable consult with and take instructions from such Obligor.

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, to execute on its behalf any Accession Deedin the case of a Borrower, Utilisation Requests or Selection Notices), to make such agreements and to effect all any relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s affect the Obligor (including, without limitation, by increasing the obligations of such Obligor howsoever fundamentally whether by increasing the liabilities guaranteed or otherwise affect that Obligorotherwise), and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to to, or the consent of of, that Obligor; and (ii) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including, without limitation, any Utilisation Requests or Selection Notices) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication, provided that prior to the Xxxxxxxxx Upstream Guarantee Date Xxxxxxxxx on behalf of itself and its Subsidiaries may revoke such appointment by 5 Business Days notice (a “Revocation Notice”) to the Company and the Agent. After any such Revocation Notice takes effect, prior to the Xxxxxxxxx Upstream Guarantee Date, any reference in this Agreement to the Obligors’ Agent shall mean: (i) in the case of the Company and any Obligor which is a member of the Melrose Group. the Company; and (ii) in the case of Xxxxxxxxx and any Obligor which is a member of the Xxxxxxxxx Group, Xxxxxxxxx. On and from the Xxxxxxxxx Upstream Guarantee Date the term Obligor’s Agent shall mean the Company irrespective of any previous issue of a Revocation Notice. Any such change to the Obligor’s Agent pursuant to this Clause 2.4 (whether it be due to a Revocation Notice or the occurrence of the Xxxxxxxxx Upstream Guarantee Date) shall not impact on any notice, action, settlement, amendment, waiver, agreement, communication or instruction previously given or made by or to the Company, as Obligors’ Agent or, after a Revocation Notice and before the Xxxxxxxxx Upstream Guarantee Date, Xxxxxxxxx as Obligors’ Agent for each of Xxxxxxxxx and any Obligor which is a member of the Xxxxxxxxx Group. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail. (c) Each Obligor hereby releases the Company or, as the case may be, Xxxxxxxxx from any restriction of self-dealing under any applicable law arising under section 181 of the German Civil Code (BGB), to the extent legally possible.

Obligors’ Agent. (a) 2.5.1 Each Obligor (other than the Borrower) Borrowers), by its execution of this Agreement or an Accession Deed Agreement, hereby irrevocably appoints the Borrower authorises Borrowers to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (i) authorises and appoints the Borrower Borrowers, as its attorney, on its behalf behalf, to supply all information concerning itself itself, its financial condition and otherwise to the Lenders as contemplated by under this Agreement to the Lender and to give all notices and instructionsinstructions to be given by such Obligor under the Finance Documents, to execute execute, on its behalf behalf, any Accession Deed, to make such agreements Finance Document and to enter into any agreement and amendment in connection with the Finance Documents (however fundamental and notwithstanding any increase in obligations of or other effect all amendmentson an Obligor and including, supplements and variations capable for the avoidance of being givendoubt, made any further increase of the total commitments under this Agreement as set out in Clause 2.3) including confirmation of guarantee obligations in connection with any amendment or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that Obligor, and to give confirmations as consent in relation to the continuation of guarantee obligationsFacility, in each case without further reference to or the consent of that Obligor; andsuch Obligor and each Obligor to be obliged to confirm such authority in writing upon the request of the Facility Agent. The power hereby conferred is a general power of attorney and the Obligor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which such attorney may execute or do and to grant as many private and public document (including certificates and notarial powers of attorney duly apostilled) and comply with as many formalities as may be necessary or convenient for this power to be effective under each relevant jurisdiction. In relation to the power referred to herein, the exercise by the Borrowers of such power shall be conclusive evidence of its right to exercise the same. #3462336/1 16 (85) 2.5.2 Each Obligor (ii) other than the Lender Borrowers), hereby appoints the Borrowers as its agent for service and hereby authorises each Finance Party to give any notice, demand or other communication to that be given to or served on such Obligor pursuant to the Finance Documents to the Borrower; and (iii) Borrowers on its behalf, and in each such case that such Obligor will be bound thereby (and shall be bound deemed to have notice thereof) as though that such Obligor itself had supplied such information, been given such notices notice and instructions, executed such Accession Deeds, made such agreements, effected such amendments, supplements and variations, given such confirmations and agreement or received any such notice, demand or other communication. (b) 2.5.3 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent Borrowers under any Finance Document on behalf of another Obligor this Agreement, or in connection with any Finance Document this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligor) shall be binding for all purposes on that Obligor all other Obligors as if that Obligor the other Obligors had expressly made, given or concurred with itthe same. In the event of any conflict between any notices notice or other communications communication of the Obligors’ Agent Borrowers and any other Obligor, those the choice of the Obligors’ Agent Borrowers shall prevail.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the BorrowerCompany, Costa Crociere S.p.A., Societa di Crociere Xxxxxxxx S.r.l. and any other Obligor incorporated in Italy) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints the Borrower Company to act on its behalf as its agent (the “Obligors’ Agent”) in relation to the Finance Documents and irrevocably authorises: (ia) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect all the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may increase that Obligor’s obligations or otherwise affect that the Obligor, and to give confirmations as to the continuation of guarantee obligations, in each case without further reference to or the consent of that Obligor; and (iib) the Lender each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower; and (iii) Company, and in each case that the Obligor shall be bound as though that the Obligor itself had supplied such information, given such the notices and instructionsinstructions (including without limitation, any Utilisation Requests) or executed such Accession Deeds, or made such agreements, the agreements or effected such the amendments, supplements and or variations, given such confirmations and or received such the relevant notice, demand or other communication. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.”