Common use of Obligors’ Agent Clause in Contracts

Obligors’ Agent. (a) Each Obligor (other than the Borrower) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices, consents, and instructions, to agree, accept and execute on its behalf any Accession Deed and all Finance Documents, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may affect the Obligor or the Parent and to give confirmations as to the continuation of guarantee obligations, in each case, without further reference to or the consent of that Obligor 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 Borrower, and in each case that Obligor or the Parent shall be bound as though that Obligor or the Parent itself had given the notices, consents and instructions (including, without limitation, the Utilisation Request) or executed or made the agreements or effected the amendments, supplements, variations or consents, 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 the Parent or in connection with any Finance Document (whether or not known to any other Obligor or the Parent and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor and the Parent as if that Obligor or the Parent had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor or the Parent, those of the Obligors’ Agent shall prevail.

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

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

Obligors’ Agent. (a) Each Obligor (other than the Borrower) and the Parent Obligor, by its execution of this Agreement or an Accession Deed Agreement, irrevocably (to the extent permitted by law) appoints the Borrower (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 Borrower 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, consentsinstructions and other communications under the Interim Finance Documents (including, where relevant, Drawdown Requests) and instructions, to agree, accept and execute on its behalf any Accession Deed and all Finance Documents, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may affect the Obligor or the Parent and to give confirmations as to the continuation of guarantee obligations, in each caseObligor, without further reference to or the consent of that Obligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or the Parentotherwise); and (ii) each Interim Finance Party to give any notice, demand or other communication to that Obligor or the Parent pursuant to the Interim Finance Documents to the BorrowerObligors’ Agent, and in each case that Obligor or the Parent Obligors shall be bound as though that Obligor or the Parent itself had given the notices, consents notices and instructions (including, without limitation, the Utilisation Requestincluding any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements, variations supplements or consentsvariations, 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 the Parent or in connection with any Interim Finance Document (whether or not known to any other Obligor or the Parent and whether occurring before or after such other Obligor became an Obligor under any Interim Finance Document) shall be binding for all purposes on that Obligor and the Parent as if that Obligor or the Parent had expressly made, given or concurred with 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 or the ParentObligor, those of the Obligors’ Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor.

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

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

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

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

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

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all noticesnotices and instructions (including, consentsin the case of a Borrower, and instructionsUtilisation Requests), to agree, accept agree any Incremental Facility Terms and execute on its behalf to deliver any Accession Deed and all Finance DocumentsIncremental 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 or the Parent notwithstanding that they may affect the Obligor or (including the Parent increase of obligations) and to give confirmations the confirmation as to the continuation of guarantee surety obligations, in each case, without further reference to or the consent of that Obligor or the ParentObligor; 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 BorrowerCompany, and in each case that the Obligor or the Parent shall be bound as though that the Obligor or the Parent itself had given the notices, consents notices and instructions (including, without limitation, the any Utilisation RequestRequests) or executed or made the agreements or effected the amendments, supplements, variations supplements or consentsvariations, 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 the Parent or in connection with any Finance Document (whether or not known to any other Obligor or the Parent and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor and the Parent as if that Obligor or the Parent had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor or the ParentObligor, those of the Obligors’ Agent shall prevail. (c) For the purpose of this clause 2.5 each Obligor (to the extent necessary under applicable law) shall grant a specific power of attorney (notarized and apostilled) to the Company and comply with any necessary formalities in connection therewith.

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

Obligors’ Agent. (a) Each Obligor (other than the BorrowerCompany) and the Parent by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Borrower Company on its behalf to supply all information concerning itself contemplated by this Agreement any Finance Document to the Finance Parties and to give all notices, consents, notices and instructions, to agree, accept and execute on its behalf any Accession Deed and all Finance DocumentsDeed, to make such agreements and to effect the relevant all amendments, supplements and variations capable of being given, made or effected by any Obligor or the Parent notwithstanding that they may affect the that Obligor or the Parent and to give confirmations (as to the continuation of guarantee obligations, in each casecase may be), without further reference to or the consent of that Obligor or the ParentParent (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 BorrowerCompany, and in each case that Obligor or the Parent (as the case may be) shall be bound as though that Obligor or the Parent (as the case may be) itself had supplied such information, given the noticessuch notices and instructions, consents and instructions (includingexecuted such Accession Deed, without limitationmade such agreements, the Utilisation Request) or executed or made the agreements or effected the such amendments, supplements, supplements and variations or consents, or 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 and or the Parent (as the case may be) as if that Obligor or 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 Obligor or the ParentParent (as the case may be), those of the Obligors’ Agent shall prevail.