Common use of Obligors’ Agent Clause in Contracts

Obligors’ Agent. 2.4.1 Each Obligor (other than the Company) by its execution of this Agreement irrevocably appoints the 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: (a) the 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 the Borrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (b) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the 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 Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 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. 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. 2.4.1 Each Obligor (other than the CompanyA) Holdco, by its execution of this Agreement irrevocably appoints the 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: (a1) the 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 (includinginstructions, in the case of the Borrower, Utilisation Requests)to agree any Accordion Increase terms and to deliver any Accordion Increase Notice, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor Holdco notwithstanding that they may affect the ObligorHoldco, without further reference to or the consent of that ObligorHoldco; and (b2) each Finance Party to give any notice, demand or other communication to that Obligor Holdco pursuant to the Finance Documents to the CompanyBorrower, and in each case the Obligor Holdco shall be bound as though the Obligor Holdco itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 (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 Holdco 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 DocumentHoldco) shall be binding for all purposes on that Obligor Holdco as if that Obligor Holdco 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 ObligorHoldco, those of the Obligors’ Agent Borrower shall prevail.

Obligors’ Agent. 2.4.1 (a) Each Obligor (other than the CompanyEDC YG) by its execution of this Agreement or an Accession Letter irrevocably appoints the Company (acting through one or more authorised signatories) EDC YG to act on its behalf as its agent in relation to the Finance Transaction Documents and irrevocably authorises: (ai) the Company EDC YG 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 the Borrower, Utilisation Requests)instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (bii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the CompanyEDC YG, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 (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. 2.4.1 (a) Each Obligor (other than the CompanyBorrower) by its execution of this Agreement irrevocably appoints the 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: (ai) the 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 including the case of the Borrower, Utilisation RequestsRequest), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the that Obligor, without further reference to or the consent of that Obligor; and (bii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the CompanyBorrower, and in each case the that Obligor shall be bound as though the that Obligor itself had given the notices and instructions (including, without limitation, any including the Utilisation RequestsRequest) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 (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 an Obligor under any Finance DocumentObligor) 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. 2.4.1 a) Each Obligor (other than the CompanyUltimate Parent) by its execution of this Agreement irrevocably appoints the Company (acting through one or more authorised signatories) Ultimate Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably by way of security authorises: : (ai) the Company Ultimate 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 the Borrower, Utilisation Requests)instructions, to make such agreements agreements, to execute such deeds (under hand), and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor the Ultimate Parent notwithstanding that they may affect the Obligorother Obligors, without further reference to or the consent of that Obligorthe other Obligors; and and (bii) each Finance Party to give any notice, demand or other communication to that Obligor the Obligors pursuant to the Finance Documents to the CompanyUltimate Parent, and in each case the Obligor other Obligors shall be bound as though the Obligor Ultimate Parent itself had been given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or deeds or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent Ultimate Parent or given to the Obligors’ Agent Ultimate Parent under any Finance Document on behalf of another Obligor the other Obligors or in connection with any Finance Document (whether or not known to any of the other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance DocumentObligors) shall be binding for all purposes on that Obligor the other Obligors as if that Obligor it had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Ultimate Parent and the other Obligors’ Agent and any other Obligor, those of the Obligors’ Agent Ultimate Parent shall prevail.

Obligors’ Agent. 2.4.1 (a) Each Obligor (other than the CompanyHoldCo2) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company 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: (ai) the 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 (includinginstructions, in the case of the Borrower, Utilisation Requests)to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (bii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the CompanyHoldCo2, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 (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. 2.4.1 Each Obligor (other than the Companya) The Guarantor by its execution of this Agreement irrevocably appoints the 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 by way of security authorises: (ai) the 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 the Borrower, Utilisation Requests)instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor the Borrower notwithstanding that they may affect the ObligorGuarantor, without further reference to or the consent of that Obligorthe Guarantor; and (bii) each Finance Party to give any notice, demand or other communication to that Obligor the Guarantor pursuant to the Finance Documents to the CompanyBorrower, and in each case the Obligor Guarantor shall be bound as though the Obligor Guarantor itself had been given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent Guarantor or given to the Obligors’ Agent Guarantor under any Finance Document on behalf of another Obligor the Borrower 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 Documentthe Guarantor) shall be binding for all purposes on that Obligor the Guarantor as if that Obligor it 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 Obligorthe Guarantor, those of the Obligors’ Agent Borrower shall prevail.

Obligors’ Agent. 2.4.1 (a) Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably appoints the Company (acting through one or more authorised signatoriesin such capacity, the “Obligors’ Agent”) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises: (ai) the 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 (includinginstructions, in the case of the Borrower, Utilisation Requests)to execute on its behalf any Accession Letter, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the such Obligor, without further reference to or the consent of that Obligor; and (bii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company, and in each case the such Obligor shall be bound as though the such Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 2.4.2 (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 any 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 the Obligor, those of the 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. 2.4.1 (a) Each Obligor (other than the CompanyBorrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the 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: (ai) the 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 (includinginstructions, in the case of the Borrower, Utilisation Requests)to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and (bii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the CompanyBorrower, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any 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 2.4.2 (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.