Common use of Obligors’ Agent Clause in Contracts

Obligors’ Agent. (a) Each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices notices, consents and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree agree, accept and execute on its behalf any Incremental Series Terms Accession Deed and to deliver any Incremental Series Noticeall documents in connection with the Finance Documents, to make such agreements and to effect the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor or the Parent in connection with the Finance Documents notwithstanding that they may affect the Obligor (including or the increase of obligations) and to give the confirmation as to continuation of surety obligationsParent, without further reference to or the consent of that ObligorObligor or the Parent; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor or the Parent pursuant to the Finance Documents to the Successor Company, and in each case the Obligor and the Parent shall be bound as though the Obligor or the Parent itself had given the notices notices, consents and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) Each Obligor (other than the Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Noticeinstructions, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, and and, in each case case, the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Borrower or given to the Obligors’ Agent Borrower under any Finance Document on behalf of another an 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 becomes 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 Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor 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 Italian Civil Code) in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Terms and to deliver any Incremental Series NoticeAccordion Increase Request, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) 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, to authorises the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: authorises (i) the Successor 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 Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices Requests and Subscription Requestsnotices 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 agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect the relevant amendments, supplements and variations Senior Finance Document (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 of obligationsother than Security Documents) and to give enter into any agreement in connection with the confirmation as to continuation of surety obligationsSenior Finance Documents notwithstanding that the same may affect such Obligor, without further reference to or the consent of that such Obligor; and , and (ii) 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 Successor CompanyCompany on its behalf, and in each such case the such Obligor shall will be bound thereby as though the such Obligor itself had given the notices such notice and instructions (including any Subscription Requests) or instructions, executed or made the agreements or effected the amendments, supplements or variations, such agreement or received the relevant 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 Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and any Notes Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Additional Facility Notice, to execute on its behalf any Accession Deed, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; andand |EU-DOCS\34803319.2|| (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Notes Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) Each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) 4.1 Each Obligor (other than the Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) 4.1.1 the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) 4.1.2 each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, Common Terms Agreememt_Execution and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription RequestsUtilisation Request) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) 3.2.1 Each Obligor (other than the Successor CompanyPlateau) by its execution of that is a party to this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company (acting through one or more authorised signatories) appoints Plateau to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (ia) the Successor Company Plateau on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Noticeinstructions, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, 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) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyPlateau, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) Each Obligor (other than the Successor Company) Midco), by its execution of this Agreement or an Accession Deed Agreement, irrevocably appoints, (to the extent legally permissible, the Successor Company (acting through one or more authorised signatoriespermitted by law) appoints Midco as Obligors’ Agent to act severally on its behalf as its agent in relation to the Finance Interim Documents and irrevocably (to the extent permitted by law) authorises: (i) the Successor Company Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Documents to the Interim Finance Parties and to give and receive all notices notices, instructions and instructions other communications under the Interim Documents (including, in the case of an Issuerwhere relevant, Selection Notices Drawdown Requests) and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, 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) each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Interim Documents to the Successor CompanyObligors’ Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Finance Interim Document on behalf of another Obligor or in connection with any Finance Interim Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Interim 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 Clause 15 (Security and Guarantee) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim 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 Documents and/or any facility or amount made available under any of the Interim 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 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 (however so described) and from any restrictions under any applicable laws of any jurisdiction.

Obligors’ Agent. (a) Each Obligor (other than the Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyParent) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Until Smurfit Kappa Investments becomes a Party, each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its 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 Successor Company Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuerthe Borrower, Utilisation Requests and Selection Notices and Subscription RequestsNotices), to agree execute on its behalf any Incremental Series Terms Accession Letter and any guarantee or security confirmation, extension or ratification (subject to deliver any Incremental Series Noticeapplicable limitations on such guarantee or security referred to in Clause 17 (Guarantee and Indemnity), to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyObligors’ Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription RequestsUtilisation Requests and Selection Notices) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Obligor (other than the Successor CompanyParent) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties Facility Agent and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Noticeinstructions, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsthat Obligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in Parent. (b) In each case the at clause 1.4(a), each Obligor shall be bound as though the that Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyParent) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement the Finance Documents to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed Document irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent (and also as its “mandatario con rappresentanza” pursuant to Italian law) in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Document, to make such agreements and to effect 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 increase that Obligor’s obligations however fundamentally, whether by increasing the Obligor (including the increase of obligations) liabilities guaranteed by, or otherwise affecting that, Obligor, and to give the confirmation confirmations as to the continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the relevant Obligor shall be bound as though the that Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appointsappoints and authorises (bevollmächtigt) the Borrower, to and each German Obligor (other than the extent legally permissible, Borrower) hereby releases the Successor Company Borrower from the restrictions of Section 181 of the German Civil Code (acting through one or more authorised signatories) to act on its behalf as its 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 Successor Company 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 Finance Parties and to give all notices and instructions (including, in the case of an Issuerthe Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyIssuer) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Issuer (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Issuer on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree the terms of any Incremental Series Terms Facility and to deliver any Incremental Series Facility Notice, to make such agreements and to effect 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 the Obligor's obligations or otherwise affect the Obligor (including the increase of obligationsObligor) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyIssuer, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Notes Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyParent) by its execution of this Agreement agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Term Facility Terms and to deliver any Incremental Series Term Facility Notice, to make such agreements and to effect 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 the Obligor's obligations or otherwise affect the Obligor (including the increase of obligationsObligor) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement any Finance Document to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect the relevant all amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may affect that Obligor or the Obligor Parent (including as the increase of obligations) and to give the confirmation as to continuation of surety obligationscase may be), without further reference to or the consent of that ObligorObligor or the Parent (as the case may be); and (ii) 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 Successor Company, and in each case that Obligor or the Obligor Parent (as the case may be) shall be bound as though that Obligor or the Obligor Parent (as the case may be) itself had supplied such information, given the such notices and instructions (including any Subscription Requests) or instructions, executed or such Accession Deed, made the agreements or such agreements, effected the such amendments, supplements or variations, or and variations and received the 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. (aA) Each Obligor (other than the Successor CompanyKEFI) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company (acting through one or more authorised signatories) appoints KEFI to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company KEFI on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect the relevant any amendments, supplements and variations (to the Finance Documents or any other document in each caseconnection with such Finance Documents, however fundamental) capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor (including the increase of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyKEFI, ▪ and in each case the relevant Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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. (aa ) Each Obligor (other than the Successor Company) and Topco, by its execution of this Agreement or an Accession Deed Agreement, irrevocably appoints, (to the extent legally permissible, permitted by law) appoints the Successor Company (acting through one or more authorised signatories) Obligors’ Agent to act ▇▇▇▇▇▇ ▇▇ on its behalf as its agent in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Successor Company Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Interim Finance Parties and to give and receive all notices notices, instructions and instructions other communications under the Interim Finance Documents (including, in the case of an Issuerwhere relevant, Selection Notices Drawdown Requests) and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor or Topco (as applicable) notwithstanding that they may affect the Obligor or Topco (including the increase of obligations) and to give the confirmation as to continuation of surety obligationsapplicable), without further reference to or the consent of that ObligorObligor or Topco (as applicable) (including, by increasing the obligations of such Obligor or Topco (as applicable) howsoever fundamentally, whether by increasing the lia bilities, guaranteed or otherwise); and (ii) each Interim Finance Party to give any notice, demand or other communication to that Obligor or Topco (as applicable) pursuant to the Interim Finance Documents to the Successor CompanyObligors’ Agent, and in each case the Obligor and Topco (as applicable) shall be bound as though the Obligor and the Topco (as applicable) itself had given the notices and instructions (including any Subscription Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 and each Interim Finance Party may rely on any action taken by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another that Obligor or in connection with any Finance Document Topco (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 prevailapplicable).

Obligors’ Agent. (a) Each Obligor (other than the Successor Company) by its execution of this Agreement or an Obligor Accession Deed Agreement irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeObligor Accession Agreement or Additional Facility Accession Agreement, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) Each Obligor (other than the Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and the Hedge Counterparties and to give all notices notices, consents, and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree agree, accept and execute on its behalf any Incremental Series Terms and to deliver Accession Deed or any Incremental Series Noticeother Finance Document, to make such agreements and to effect the relevant all 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 of obligations) that Obligor’s obligations or otherwise affect that Obligor, and to give the confirmation confirmations as to the continuation of surety guarantee obligations, in each case, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, and in each case the that Obligor shall be bound as though the that Obligor itself had supplied such information, given the notices such notices, consents and instructions (including including, without limitation, any Subscription RequestsUtilisation Request and any Selection Notice) or agreed, accepted and executed such Accession Deed or such other Finance Document, made the such agreements or effected the such amendments, supplements or and variations, or given such confirmations and received the relevant 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 Successor CompanyParent) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, other agreement, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements agreements, or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 the Obligor’s obligations or otherwise affect the Obligor (including the increase of obligations) Obligor, and to give the confirmation confirmations as to the continuation of surety obligations, obligations without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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. (a) Each Obligor (other than the Successor CompanyIssuer) by its execution of this Agreement, a Guarantee Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company Issuer (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Successor Company Issuer on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Secured Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeSenior Finance Document, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Secured Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) 2.3.1 Each Obligor (other than the Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed Letter irrevocably appointsappoints and authorises (bevollmächtigt) the Borrower, to and each German Obligor (other than the extent legally permissible, Borrower) hereby releases the Successor Company Borrower from the restrictions of Section 181 of the German Civil Code (acting through one or more authorised signatories) to act on its behalf as its 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 Successor Company 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 Finance Parties and to give all notices and instructions (including, in the case of an Issuerthe Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyParent) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms Accession Deed, any Increase Confirmation, any Additional Facility Accession Deed, any other Finance Document as may be required under this Agreement and to deliver any Incremental Series Noticeguarantee or security amendment, extension, transfer or assignment, ratification and/or release, to make such agreements and to effect 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 or increase the obligations of the Obligor (including the increase of obligations) and to give confirmations as to the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyParent) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Parent to act on its behalf as its agent the Obligors' Agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyObligors' Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 2.3 (Obligors' Agent), the German Guarantors hereby release the Borrower from any restrictions on self-dealing including the restrictions set out in Section 181 of the German Civil Code (Biirgerliches Gesetzbuch).

Obligors’ Agent. (a) Each Obligor (other than the Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and the Hedge Counterparties and to give all notices notices, consents, and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree agree, accept and execute on its behalf any Incremental Series Terms Accession Deed and to deliver any Incremental Series NoticeFinance Document, to make such agreements and to effect the relevant all 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 that Obligor (including the increase of obligations) and to give the confirmation confirmations as to the continuation of surety guarantee obligations, in each case, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, and in each case the that Obligor shall be bound as though the that Obligor itself had given the notices such notices, consents and instructions (including any Subscription Requeststhe Utilisation Request) or agreed, accepted and executed or such Accession Deed and such Finance Document, made the such agreements or effected the such amendments, supplements or and variations, or and received the relevant 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 Successor CompanyUltimate Parent) by its execution of this the First Amendment and Restatement Agreement or an Accession Deed irrevocably appoints, to revokes the extent legally permissible, appointment of the Successor Company (acting through one or more authorised signatories) Parent as Obligors Agent and appoints the Ultimate Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Ultimate Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties Lender and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyUltimate Parent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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. (aA) Each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents (and, in the case of an Italian Guarantor, as its agent with representative power (mandatario con rappresentanza) for the purposes of Italian law) and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties Lender and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree any Incremental Series Terms and to deliver any Incremental Series Noticemake the Repeated Representations on its behalf, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that ObligorObligor (and, in the case of an Italian Guarantor, with specific power and authorisation to execute any contract with itself (contratto con se stesso) for the purposes of article 1395 of the Italian Civil Code and notwithstanding any possible conflict of interest in accordance with article 1394 of the Italian Civil Code); and (ii) each Finance Party the Lender to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) ), made the Repeated Representations, or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (bB) 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 irrevocably authorises the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorisesObligors’ Agent: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give and receive all notices and instructions (including, including in the case of an Issuera Borrower, Utilisation Requests, Selection Notices and Subscription Requests), any other instructions relating to agree Utilisations or to the application of the proceeds thereof including the entry into with any Incremental Series Terms person of foreign exchange contracts in relation to such proceeds and to deliver any Incremental Series Notice, to make such agreements and expressed to effect the relevant amendments, supplements and variations (in each case, however fundamental) be capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor (including the increase of obligations) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 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) 2.3.1 Each Obligor (other than the Successor CompanyParent) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (ia) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, ) to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (iib) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) Each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Noticeinstructions, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Noticeinstructions, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) Obligor, by its execution of this Agreement or an Accession Deed Agreement, irrevocably appoints, (to the extent legally permissible, permitted by law) appoints the Successor Company (acting through one or more authorised signatories) Obligors' Agent to act severally on its behalf as its agent in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Successor Company Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Interim Finance Parties and to give and receive all notices notices, instructions and instructions other communications under the Interim Finance Documents (including, in the case of an Issuerwhere relevant, Selection Notices Drawdown Requests) and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, 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) each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Successor CompanyObligors' Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuerthe Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) and Topco, by its execution of this Agreement or an Accession Deed Agreement, irrevocably appoints, (to the extent legally permissible, permitted by law) appoints the Successor Company (acting through one or more authorised signatories) Obligors' Agent to act severally on its behalf as its agent in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Successor Company Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Interim Finance Parties and to give and receive all notices notices, instructions and instructions other communications under the Interim Finance Documents (including, in the case of an Issuerwhere relevant, Selection Notices Drawdown Requests) and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, 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) each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Successor CompanyObligors' Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 if reasonably required by the Interim Facility Agent and to the extent necessary under applicable law) to the Obligors' Agent and comply with any necessary formalities in connection therewith.

Obligors’ Agent. (a) Each Obligor (other than the Successor CompanyParent) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: : (i) the Successor Company Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series Noticedocument, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription RequestsUtilisation Request) or executed or made the agreements or effected the amendments, supplements or variations, or received 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. . (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 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. (d) 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.. 43

Obligors’ Agent. (a) Each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree any Incremental Series Facility Terms and to deliver any Incremental Series Facility Notice, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) and Topco, by its execution of this Agreement or an Accession Deed Agreement, irrevocably appoints, (to the extent legally permissible, permitted by law) appoints the Successor Company (acting through one or more authorised signatories) Obligors' Agent to act severally on its behalf as its agent in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Successor Company Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Interim Finance Parties and to give and receive all notices notices, instructions and instructions other communications under the Interim Finance Documents (including, in the case of an Issuerwhere relevant, Selection Notices Drawdown Requests) and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor or Topco (as applicable) notwithstanding that they may affect the Obligor or Topco (including the increase of obligations) and to give the confirmation as to continuation of surety obligationsapplicable), 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) each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Successor CompanyObligors' Agent, and in each case the Obligor or Topco (as applicable) shall be bound as though the Obligor or Topco itself (as applicable) had given the notices and instructions (including any Subscription Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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) 2.3.1 Each Obligor (other than the Successor Company, Costa Crociere S.p.A., Societa di Crociere M▇▇▇▇▇▇▇ S.r.l. and any other Obligor incorporated in Italy) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (ia) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (iib) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, 12 and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company Borrower (acting through one or more authorised authorized signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and the Hedge Counterparties and to give all notices notices, consents, and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree agree, accept and execute on its behalf any Incremental Series Terms Accession Deed and to deliver any Incremental Series NoticeFinance Document, to make such agreements and to effect the relevant all 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 that Obligor (including the increase of obligations) and to give the confirmation confirmations as to the continuation of surety guarantee obligations, in each case, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, and in each case the that Obligor shall be bound as though the that Obligor itself had given the notices such notices, consents and instructions (including any Subscription Requeststhe Utilization Request) or agreed, accepted and executed or such Accession Deed and such Finance Document, made the such agreements or effected the such amendments, supplements or and variations, or and received the relevant 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 Successor CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyBorrower, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor CompanyHoldCo2) by its execution of this Agreement or an Accession Deed irrevocably appoints, to the extent legally permissible, the Successor Company appoints HoldCo2 (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company HoldCo2 on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor CompanyHoldCo2, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Successor Company) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to agree any Incremental Series Terms and to deliver any Incremental Series Noticeinstructions, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.. (Signature page to the Amendment and Restatement Agreement) ​ (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) 2.3.1 Each Obligor (other than the Successor Company, Costa Crociere S.p.A., Societa di Crociere ▇▇▇▇▇▇▇▇ S.r.l. and any other Obligor incorporated in Italy) by its execution of this Agreement or an Accession Deed Letter irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (ia) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuera Borrower, Selection Notices and Subscription Utilisation Requests), to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Letter, to make such agreements and to effect 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 of obligations) and to give the confirmation as to continuation of surety obligationsObligor, without further reference to or the consent of that Obligor; and (iib) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including without limitation, any Subscription Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received 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 Unless otherwise prohibited by applicable law, the Parent and each Obligor (other than the Successor Company) by its execution of this Agreement or an Accession Deed irrevocably appoints, to appoints the extent legally permissible, the Successor Company (acting through one or more authorised signatoriesany 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 in relation to the Finance Documents and irrevocably authorises: (i) the Successor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of an Issuer, Selection Notices and Subscription Requests)instructions, to agree execute on its behalf any Incremental Series Terms and to deliver any Incremental Series NoticeAccession Deed, to make such agreements and to effect the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by the Parent or any Obligor notwithstanding that they may affect the Parent or the relevant Obligor (including the increase of obligations) and to give the confirmation as to continuation of surety obligationsapplicable), without further reference to or the consent of the Parent or that Obligorrelevant Obligor (as applicable); and (ii) 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 Successor Company, and in each case the Parent or the relevant Obligor (as applicable) shall be bound as though the Parent or the relevant Obligor (as applicable) itself had been given the notices and instructions (including including, without limitation, any Subscription Utilisation Requests) or executed or made the agreements or had effected the amendments, supplements or variations, or had received 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.