Common use of Obligors’ Agent Clause in Contracts

Obligors’ Agent. (a) Each Borrower by its execution of this Agreement irrevocably appoints the Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties and to give all notices and instructions (including any Utilisation Request), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments capable of being given, made or effected by such Borrower notwithstanding that they may affect such Borrower, without further reference to, or the consent of, such Borrower; and (ii) each Secured Party to give to the Guarantor any notice, demand or other communication to be addressed to such Borrower in accordance with the Finance Documents, and in each case such Borrower shall be bound as though such Borrower itself had given the notices and instructions (including any Utilisation 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, notice or other communication given or made by the Guarantor or given to the Guarantor under any Finance Document on behalf of a Borrower or in connection with any Finance Document (whether or not known to any Borrower) shall be binding for all purposes on each Borrower as if such Borrower expressly had made, given, received or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor and any Borrower, those of the Guarantor shall prevail.

Obligors’ Agent. (aA) Each Borrower Holdco, by its execution of this Agreement irrevocably appoints the Guarantor 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: (i1) the Guarantor Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request)instructions, to execute on its behalf agree any Accession DeedAccordion Increase terms and to deliver any Accordion Increase Notice, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower Holdco notwithstanding that they may affect such BorrowerHoldco, without further reference to, to or the consent of, such Borrowerof Holdco; and (ii2) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed Holdco pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Borrower, and in each case such Borrower Holdco shall be bound as though such Borrower Holdco itself had given the notices and instructions (including including, without limitation, any Utilisation RequestRequests) 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 Guarantor Borrower or given to the Guarantor Borrower under any Finance Document on behalf of a Borrower Holdco or in connection with any Finance Document (whether or not known to any BorrowerHoldco) shall be binding for all purposes on each Borrower Holdco as if such Borrower Holdco had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Borrower and any BorrowerHoldco, those of the Guarantor Borrower shall prevail.

Obligors’ Agent. 2.4.1 Each Obligor (aother than the Company) Each Borrower by its execution of this Agreement irrevocably appoints the Guarantor 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 Guarantor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any including, in the case of the Borrower, Utilisation RequestRequests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (iib) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Company, and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including including, without limitation, any Utilisation RequestRequests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) 2.4.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Guarantor Obligors’ Agent or given to the Guarantor Obligors’ Agent under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Obligors’ Agent and any Borrowerother Obligor, those of the Guarantor Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Borrower Obligor (other than the EDC YG) by its execution of this Agreement or an Accession Letter irrevocably appoints the Guarantor EDC YG to act on its behalf as its agent in relation to the Finance Transaction Documents and irrevocably authorises: (i) the Guarantor EDC YG on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request), to execute on its behalf any Accession Deedinstructions, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to EDC YG, and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including any Utilisation 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 Guarantor Obligors’ Agent or given to the Guarantor Obligors’ Agent under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Obligors’ Agent and any Borrowerother Obligor, those of the Guarantor Obligors’ Agent shall prevail.

Obligors’ Agent. Each Obligor (a) Each Borrower other than the Shareholder), by its execution of this Agreement Agreement, irrevocably appoints the Guarantor Shareholder to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (ia) the Guarantor Shareholder on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any including, in the case of a Borrower, Utilisation RequestRequests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (iib) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Shareholder, and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including including, without limitation, any Utilisation RequestRequests) 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 Guarantor Shareholder or given to the Guarantor Shareholder under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Shareholder and any Borrowerother Obligor, those of the Guarantor Shareholder shall prevail.

Obligors’ Agent. (a) Each Borrower Obligor (other than the Borrower) by its execution of this Agreement irrevocably appoints the Guarantor Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Guarantor Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any the Utilisation Request), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthat Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Borrower, and in each case such Borrower that Obligor shall be bound as though such Borrower that Obligor itself had given the notices and instructions (including any the Utilisation 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 Guarantor Borrower or given to the Guarantor Borrower under any Finance Document on behalf of a Borrower an Obligor or in connection with any Finance Document (whether or not known to any BorrowerObligor) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Borrower and any BorrowerObligor, those of the Guarantor Borrower shall prevail.

Obligors’ Agent. (a) Each Borrower Obligor by its execution of this Agreement or an Accession Letter irrevocably appoints the Guarantor Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Guarantor Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any including, in the case of a Borrower, Utilisation RequestRequests), to execute on its behalf any Accession DeedLetter, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Parent, and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including including, without limitation, any Utilisation RequestRequests) 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 Guarantor Obligors' Agent or given to the Guarantor Obligors' Agent under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Obligors' Agent and any Borrowerother Obligor, those of the Guarantor Obligors' Agent shall prevail. (c) Each Obligor hereby releases the Parent from any restrictions on representing several persons and/or self-dealing under any applicable law (including, but not limited to, from the restrictions arising under section 181 of the German Civil Code (Bürgerliches Gesetzbuch)).

Obligors’ Agent. (a) Each Borrower The Guarantor by its execution of this Agreement irrevocably appoints the Guarantor Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably by way of security authorises: (i) the Guarantor Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request), to execute on its behalf any Accession Deedinstructions, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such the Borrower notwithstanding that they may affect such Borrowerthe Guarantor, without further reference to, to or the consent of, such Borrowerof the Guarantor; and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed the Guarantor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Borrower, and in each case such Borrower the Guarantor shall be bound as though such Borrower the Guarantor itself had been given the notices and instructions (including any Utilisation 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 Guarantor or given to the Guarantor under any Finance Document on behalf of a the Borrower or in connection with any Finance Document (whether or not known to any Borrowerthe Guarantor) shall be binding for all purposes on each Borrower the Guarantor as if such Borrower it had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Borrower and any Borrowerthe Guarantor, those of the Guarantor Borrower shall prevail.

Obligors’ Agent. (a) Each Borrower Obligor (other than the Ultimate Parent) by its execution of this Agreement irrevocably appoints the Guarantor Ultimate Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably by way of security authorises: : (i) the Guarantor Ultimate Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request), to execute on its behalf any Accession Deedinstructions, to make such agreements agreements, to execute such deeds (under hand), and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower the Ultimate Parent notwithstanding that they may affect such Borrowerthe other Obligors, without further reference to, to or the consent of, such Borrowerof the other Obligors; and and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed the Obligors pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Ultimate Parent, and in each case such Borrower the other Obligors shall be bound as though such Borrower the Ultimate Parent itself had been given the notices and instructions (including any Utilisation Request) or executed or made the agreements or deeds 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 Guarantor Ultimate Parent or given to the Guarantor Ultimate Parent under any Finance Document on behalf of a Borrower the other Obligors or in connection with any Finance Document (whether or not known to any Borrowerof the other Obligors) shall be binding for all purposes on each Borrower the other Obligors as if such Borrower it had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Ultimate Parent and any Borrowerthe other Obligors, those of the Guarantor Ultimate Parent shall prevail.

Obligors’ Agent. 4.1 Each Obligor (aother than the Borrower) Each Borrower by its execution of this Agreement or an Accession Letter irrevocably appoints the Guarantor Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) 4.1.1 the Guarantor Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request)instructions, to execute on its behalf any Accession DeedLetter, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) 4.1.2 each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Borrower, Common Terms Agreememt_Execution and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including including, without limitation, any Utilisation 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 Guarantor Obligors’ Agent or given to the Guarantor Obligors’ Agent under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received 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 Guarantor Obligors’ Agent and any Borrowerother Obligor, those of the Guarantor Obligors’ Agent shall prevail.

Obligors’ Agent. (a) Each Borrower Obligor by its execution of this Agreement irrevocably appoints the Guarantor Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Guarantor Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties Lender and to give all notices and instructions (including any Utilisation RequestRequests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) each Secured Party the Lender to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Parent, and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including including, without limitation, any Utilisation RequestRequests) 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 Guarantor Parent or given to the Guarantor Parent under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Parent and any Borrowerother Obligor, those of the Guarantor Parent shall prevail.

Obligors’ Agent. (a) Each Borrower Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably appoints the Guarantor Company (in such capacity, the “Obligors’ Agent”) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (i) the Guarantor Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request)instructions, to execute on its behalf any Accession DeedLetter, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such BorrowerObligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to the Company, and in each case such Borrower Obligor shall be bound as though such Borrower Obligor itself had given the notices and instructions (including any Utilisation 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 Guarantor Obligors’ Agent or given to the Guarantor Obligors’ Agent under any Finance Document on behalf of a Borrower any Obligor or in connection with any Finance Document (whether or not known to any BorrowerObligor and whether occurring before or after such Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Obligors’ Agent and any Borrowerthe Obligor, those of the Guarantor Obligors’ Agent shall prevail. (c) The Obligors’ Agent shall be released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Obligors’ Agent. (a) Each Borrower Obligor (other than HoldCo2) by its execution of this Agreement or an Accession Deed irrevocably appoints the Guarantor 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 Guarantor HoldCo2 on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructions (including any Utilisation Request)instructions, to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments amendments, supplements and variations capable of being given, made or effected by such Borrower any Obligor notwithstanding that they may affect such Borrowerthe Obligor, without further reference to, to or the consent of, such Borrowerof that Obligor; and (ii) each Secured Finance Party to give to the Guarantor any notice, demand or other communication to be addressed that Obligor pursuant to such Borrower in accordance with the Finance DocumentsDocuments to HoldCo2, and in each case such Borrower the Obligor shall be bound as though such Borrower the Obligor itself had given the notices and instructions (including any Utilisation 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 Guarantor Obligors’ Agent or given to the Guarantor Obligors’ Agent under any Finance Document on behalf of a Borrower another Obligor or in connection with any Finance Document (whether or not known to any Borrowerother Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on each Borrower that Obligor as if such Borrower that Obligor had expressly had made, given, received given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor Obligors’ Agent and any Borrowerother Obligor, those of the Guarantor Obligors’ Agent shall prevail.