Common use of Obligors’ Agent Clause in Contracts

Obligors’ Agent. (a) Each Obligor (other than the Issuer) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties and to give all notices and instructions, to execute on its behalf any Senior Finance Document, 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 (ii) each Secured Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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, to execute on its behalf any Senior Finance Document, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (aa ) Each Obligor (other than the IssuerCompany) and Topco, by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably (to the extent permitted by law) appoints the Issuer (acting through one or more authorised signatories) Obligors’ Agent to act ▇▇▇▇▇▇ ▇▇ on its behalf as its agent in relation to the Senior Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Issuer Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Secured Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Finance Documents (including, to execute on its behalf any Senior Finance Documentwhere relevant, Drawdown Requests) and to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor or Topco (as applicable) notwithstanding that they may affect the ObligorObligor or Topco (as applicable), without further reference to or the consent of that ObligorObligor or Topco (as applicable) (including, by increasing the obligations of such Obligor or Topco (as applicable) howsoever fundamentally, whether by increasing the lia bilities, guaranteed or otherwise); and (ii) each Secured Interim Finance Party to give any notice, demand or other communication to that Obligor or Topco (as applicable) pursuant to the Senior Interim Finance Documents to the CompanyObligors’ Agent, and in each case the Obligor and Topco (as applicable) shall be bound as though the Obligor and the Topco (as applicable) itself had given the notices and instructions (including any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made and each Interim Finance Party may rely on any action taken by the Obligors' ’ Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another that Obligor or in connection with any Senior Finance Document Topco (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevailapplicable).

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

Obligors’ Agent. (a) Each Obligor (other than the IssuerBorrower) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Borrower to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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, to execute on its behalf any Senior Finance Document, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyBorrower, and and, in each case 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. (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 Senior Finance Document on behalf of another an Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became becomes an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent Borrower and any other Obligor, those of the Obligors' Agent Borrower shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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, to execute on its behalf any Senior Finance Document, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.. (Signature page to the Amendment and Restatement Agreement) ​ (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the IssuerCompany, Costa Crociere S.p.A., Societa di Crociere ▇▇▇▇▇▇▇▇ S.r.l. and any other Obligor incorporated in Italy) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (ia) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (iib) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.”

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, to execute on its behalf any Senior Finance Documentin 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyParent, 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. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Obligor Accession Letter Agreement irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentObligor Accession Agreement or Additional Facility Accession Agreement, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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. Each Obligor (other than the Company) exempts the Company from the restrictions in section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under this Agreement are and the Security created by the Transaction Security Documents is, intended to guarantee and secure, respectively, all obligations arising under the Finance Documents), any guarantee or Security created by the Transaction Security Documents does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) amendment, variation, increase, extension or addition of or to any of the Finance Documents and/or any Facility or amount made available under any of the 63140965_9 Finance Documents, each Obligor (other than the Company) expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Security on behalf of such Obligor.

Obligors’ Agent. (a) Each Obligor (other than the Issuer) Obligor, by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably (to the extent permitted by law) appoints the Issuer (acting through one or more authorised signatories) Obligors' Agent to act severally on its behalf as its agent in relation to the Senior Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Issuer Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Secured Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Finance Documents (including, to execute on its behalf any Senior Finance Documentwhere relevant, Drawdown Requests) and 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 ObligorObligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) each Secured Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Interim Finance Documents to the CompanyObligors' Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationcommunication and each Interim Finance Party may rely on any action taken by the Obligors' Agent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Interim Finance Document on behalf of another Obligor or in connection with any Senior Interim Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Interim Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with itit (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors' Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor. (d) For the purpose of this Clause 4, each Obligor other than the Obligors' Agent (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled) to the Obligors' Agent and comply with any necessary formalities in connection therewith.

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

Obligors’ Agent. (a) Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints the Issuer Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyParent, 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 communicationcommunication and each Finance Party may rely on any action taken by the Parent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

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

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the IssuerCompany, Costa Crociere S.p.A., Societa di Crociere M▇▇▇▇▇▇▇ S.r.l. and any other Obligor incorporated in Italy) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (ia) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (iib) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the Company, 12 and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.”

Obligors’ Agent. (a) Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer Parent on its behalf to supply all information concerning itself contemplated by this Agreement the Finance Documents to the Secured Finance Parties and to give all notices and instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyParent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

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

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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, to execute on its behalf any Senior Finance Document, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail. (c) Each Obligor (other than the Company) hereby relieves the Company from the restrictions of self- dealing and representation of more than one party with respect to one and the same transaction under any applicable laws (including, but not limited to, any restrictions pursuant to Section 181 of the German Civil Code (Bürgerliches Gesetzbuch)) regarding the powers and authorities conferred upon the Company under this Clause 2.4.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Document irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent (and also as its “mandatario con rappresentanza” pursuant to Italian law) in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance Accession Document, 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 increase that Obligor’s obligations however fundamentally, whether by increasing the liabilities guaranteed by, or otherwise affecting that, Obligor, and to give confirmations as to the continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the Company, and in each case the relevant Obligor shall be bound as though the that 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. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail. (c) For the purposes of the provisions of this Agreement (including, but not limited to this Clause 2.4) each Obligor exempts the Company, to the extent legally possible, from any restrictions on self-dealing and multi-representation set out in section 181 of the BGB and any similar restriction under any applicable laws.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the IssuerBorrower) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints and authorises (bevollmächtigt) the Issuer Borrower, and each German Obligor (acting through one or more authorised signatoriesother than the Borrower) to act on its behalf as its agent in relation to hereby releases the Senior Finance Documents and irrevocably authorises:Borrower from the restrictions of Section 181 of the German Civil Code (BGB): (ia) as agent for such Obligor to receive all notices, requests, demands or other communications under this Agreement which shall, without prejudice to any other effective mode of serving the Issuer same, be properly served on its behalf such Obligor if served on the Parent in accordance with clause 33 (Notices); and (b) to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructionsinstructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (ii) each Secured Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 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. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

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

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (ia) the Issuer 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 instructionsinstructions (including, to execute on its behalf any Senior Finance Documentin the case of a 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 (iib) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyParent, 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. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent Parent or given to the Obligors' Agent Parent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent Parent and any other Obligor, those of the Obligors' Agent Parent shall prevail. 2.3.3 It is expressly agreed that the appointment under this Clause 2.3 is given with full power of substitution and also applies to any situation where the Parent acts as an Obligor's counterparty (Selbsteintritt) within the meaning of Section 3:68 of the Dutch Civil Code or as a representative of an Obligor's counterparty.

Obligors’ Agent. (a) 4.1 Each Obligor (other than the IssuerBorrower) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Borrower to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) 4.1.1 the Issuer 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, to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (ii) 4.1.2 each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyBorrower, Common Terms Agreememt_Execution and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, 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 Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. . 4.3 The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: 4.3.1 any actual or purported irregularity in any act done, or failure to act, by the Obligors’ Agent; 4.3.2 the Obligors’ Agent acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or 4.3.3 any actual or purported failure by, or inability of, the Obligors’ Agent to inform any Obligor of receipt by it of any notification under the Finance Documents. 4.4 In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (a) 2.3.1 Each Obligor (other than the IssuerBorrower) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints and authorises (bevollmächtigt) the Issuer Borrower, and each German Obligor (acting through one or more authorised signatoriesother than the Borrower) to act on its behalf as its agent in relation to hereby releases the Senior Finance Documents and irrevocably authorises:Borrower from the restrictions of Section 181 of the German Civil Code (BGB): (ia) as agent for such Obligor to receive all notices, requests, demands or other communications under this Agreement which shall, without prejudice to any other effective mode of serving the Issuer same, be properly served on its behalf such Obligor if served on the Parent in accordance with clause 33 (Notices); and (b) to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructionsinstructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (ii) each Secured Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 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. (b) 2.3.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, in the case of an Issuer, any Notes Subscription Requests), to deliver any Additional Facility Notice, to execute on its behalf any Senior Finance DocumentAccession 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; andand |EU-DOCS\34803319.2|| (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 Notes Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail. (c) For this purpose each Obligor incorporated in Germany releases the Company to the fullest extent possible from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Obligors’ Agent. (a) Each Obligor (other than the IssuerSuccessor Company) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints appoints, to the Issuer extent legally permissible, the Successor Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer Successor 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 instructionsinstructions (including, in the case of an Issuer, Selection Notices and Subscription Requests), to execute on its behalf agree any Senior Finance DocumentIncremental Series Terms and to deliver any Incremental Series Notice, to make such agreements and to effect the relevant amendments, supplements and variations (in each case, however fundamental) capable of being given, made or effected by any Obligor notwithstanding that they may affect the ObligorObligor (including the increase of obligations) and to give the confirmation as to continuation of surety obligations, without further reference to or the consent of that Obligor; and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the Successor Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Subscription Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints the Issuer (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: : (i) the Issuer 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, to execute on its behalf any Senior Finance Documentdocument, 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 and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyParent, 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 Request) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. . (c) The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: (i) any actual or purported irregularity in any act done, or failure to act, by the Obligors’ Agent; (ii) the Obligors’ Agent acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or (iii) any actual or purported failure by, or inability of, the Obligors’ Agent to inform any Obligor of receipt by it of any notification under the Finance Documents. (d) In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.. 43

Obligors’ Agent. (a) Each Obligor (other than the IssuerUltimate Parent) by its execution of this Agreement, a Guarantee the First Amendment and Restatement Agreement or an Accession Letter Deed irrevocably revokes the appointment of the Parent as Obligors Agent and appoints the Issuer (acting through one or more authorised signatories) Ultimate Parent to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer Ultimate 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 (ii) each Secured Party the Lender to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyUltimate Parent, 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. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) and Topco, by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably (to the extent permitted by law) appoints the Issuer (acting through one or more authorised signatories) Obligors' Agent to act severally on its behalf as its agent in relation to the Senior Interim Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Issuer Obligors' Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Finance Documents to the Secured Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Finance Documents (including, to execute on its behalf any Senior Finance Documentwhere relevant, Drawdown Requests) and 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 ObligorObligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) each Secured Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Interim Finance Documents to the CompanyObligors' Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationcommunication and each Interim Finance Party may rely on any action taken by the Obligors' Agent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Interim Finance Document on behalf of another Obligor or in connection with any Senior Interim Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Interim Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with itit (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors' Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor. (d) For the purpose of this Clause 4, each Obligor other than the Obligors' Agent (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled if reasonably required by the Interim Facility Agent and to the extent necessary under applicable law) to the Obligors' Agent and comply with any necessary formalities in connection therewith.

Obligors’ Agent. (a) Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Parent to act on its behalf as its agent the Obligors' Agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer Obligors' Agent 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, to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyObligors' Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail. (c) For the purpose of this Clause 2.3 (Obligors' Agent), the German Guarantors hereby release the Borrower from any restrictions on self-dealing including the restrictions set out in Section 181 of the German Civil Code (Biirgerliches Gesetzbuch).

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Company to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, to execute on its behalf any Senior Finance Documentin the case of a 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 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. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail. (c) Solely for the purpose of Mexican law, the Mexican Guarantor shall grant to the Company, before a Mexican notary public, an irrevocable power of attorney for ownership acts (poder para actos de dominio), administrative acts (poder para actos de administración) and lawsuits and collections (poder para pleitos y cobranzas) governed by the laws of Mexico. Until such power of attorney has been granted, the provisions of this Clause 2.3(c) and Clause 36.2 (Service of Process) shall not apply to the Mexican Guarantor

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

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

Obligors’ Agent. (a) Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints the Issuer Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession Deed, other agreement, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyParent, 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 agreements, or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationcommunication and each Finance Party may rely on any action taken by the Parent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerParent) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Parent to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Parties Facility Agent and to give all notices and instructions, to execute on its behalf any Senior Finance Document, 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the Company, and in Parent. (b) In each case the at clause 1.4(a), each Obligor shall be bound as though the that Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (bc) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. . (d) The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by: (i) any actual or purported irregularity in any act done, or failure to act, by the Obligors' Agent; (ii) the Obligors' Agent acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or (iii) any actual or purported failure by, or inability of, the Obligors' Agent to inform any Obligor of receipt by it of any notification under the Finance Documents. (e) In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

Obligors’ Agent. (a) 3.2.1 Each Obligor (other than the IssuerPlateau) by its execution of that is a party to this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer (acting through one or more authorised signatories) Plateau to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (ia) the Issuer Plateau 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, to execute on its behalf any Senior Finance Document, 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, provided that notwithstanding anything to the contrary contained in this Agreement or any other Finance Document, Plateau is not authorised to act on behalf of any Obligor without first obtaining the further written consent of such Obligor in relation to any matter (including without limitation the giving of notices and instructions and the making of agreements on behalf of such Obligor) which will or might reasonably be expected to increase the liability or obligations (whether actual or contingent) of the Obligor under the Finance Documents or otherwise materially prejudice the position of that Obligor under the Finance Documents; and (iib) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyPlateau, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) 3.2.2 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the Issuer) Midco), by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably (to the extent permitted by law) appoints the Issuer (acting through one or more authorised signatories) Midco as Obligors’ Agent to act severally on its behalf as its agent in relation to the Senior Finance Interim Documents and irrevocably (to the extent permitted by law) authorises: (i) the Issuer Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement the Interim Documents to the Secured Interim Finance Parties and to give and receive all notices notices, instructions and instructionsother communications under the Interim Documents (including, to execute on its behalf any Senior Finance Documentwhere relevant, Drawdown Requests) and 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 ObligorObligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) each Secured Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Interim Documents to the CompanyObligors’ Agent, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationcommunication and each Interim Finance Party may rely on any action taken by the Obligors’ Agent on behalf of that Obligor. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Interim Document on behalf of another Obligor or in connection with any Senior Finance Interim Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Interim Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with itit (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail. (c) If (notwithstanding the fact that the guarantees granted under Clause 15 (Security and Guarantee) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Documents and/or any facility or amount made available under any of the Interim Documents, each Obligor expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor. (d) For the purpose of this Clause 4, each Obligor other than the Obligors’ Agent (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled to the extent necessary under applicable law) to the Obligors’ Agent and comply with any necessary formalities in connection therewith. (e) The Obligors’ Agent shall be released from the restrictions of self-dealing (however so described) and from any restrictions under any applicable laws of any jurisdiction.

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

Obligors’ Agent. (a) Each Obligor (other than the Issuer) The Third Party Security Provider by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably (to the extent permitted by law) appoints the Issuer (acting through one or more authorised signatories) Company to act severally on its behalf as its agent in relation to the Senior Finance Documents and irrevocably (to the extent permitted by law) authorises: (i) the Issuer Company on its behalf to supply all information concerning itself contemplated by this Agreement the Finance Documents to the Secured Finance Parties and to give and receive all notices notices, instructions and instructions, to execute on its behalf any Senior other communications under the Finance Document, Documents and to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor the Third Party Security Provider notwithstanding that they may affect the ObligorThird Party Security Provider, without further reference to or the consent of that Obligorthe Third Party Security Provider (including, by increasing the obligations of the Third Party Security Provider howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor the Third Party Security Provider pursuant to the Senior Finance Documents to the Company, and in each case the Obligor Third Party Security Provider shall be bound as though the Obligor itself Third Party Security Provideritself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationcommunication and each Finance Party may rely on any action taken by the Obligors’ Agent on behalf of the Third Party Security Provider. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor the Third Party Security Provider or in connection with any Senior Finance Document (whether or not known to any other Obligor the Third Party Security Provider and whether occurring before or after such other Obligor the Third Party Security Provider became an Obligor the Third Party Security Provider under any Senior Finance Document) shall be binding for all purposes on that Obligor the Third Party Security Provider as if that Obligor the Third Party Security Provider 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 Obligorthe Third Party Security Provider, those of the Obligors' ’ Agent shall prevail. (c) If (notwithstanding the fact that the Transaction Security is, intended to guarantee and secure, respectively, all obligations arising under the Finance Documents), any guarantee or Transaction 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 Finance Documents and/or any facility or amount made available under any of the Finance Documents, the Third Party Security Provider expressly confirms that the Obligors’ Agent is authorised to confirm such guarantee and/or Transaction Security on behalf of Third Party Security Provider. (d) For the purpose of this Clause 2.3, the Third Party Security Provider (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. (e) The Obligors’ Agent shall be released from any applicable restrictions of self-dealing under any applicable laws of any relevant jurisdiction.

Obligors’ Agent. (a) Each Until Smurfit Kappa Investments becomes a Party, each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents Documents. (b) On and from the date on which Smurfit Kappa Investments becomes a Party, the authority of the Company under paragraph (a) above shall cease and each Obligor (other than Smurfit Kappa Investments) irrevocably appoints Smurfit Kappa Investments (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents. (c) Each Obligor (other than the relevant Obligors’ Agent) irrevocably authorises: (i) the Issuer Obligors’ Agent on its behalf to supply all information concerning itself contemplated by this Agreement to the Secured Finance Parties and to give all notices and instructionsinstructions (including, in the case of the Borrower, Utilisation Requests and Selection Notices), to execute on its behalf any Senior Finance DocumentAccession Letter and any guarantee or security confirmation, extension or ratification (subject to any applicable limitations on such guarantee or security referred to in Clause 17 (Guarantee and Indemnity), to make such agreements and to effect 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior Finance Documents to the CompanyObligors’ Agent, 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 and Selection Notices) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communicationcommunication and each Finance Party may rely on any action taken by the Obligors’ Agent on behalf of that Obligor. (bd) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.

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

Obligors’ Agent. (a) Each Obligor (other than the IssuerBorrower) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints the Issuer (acting through one or more authorised signatories) Borrower to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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, to execute on its behalf any Senior Finance DocumentAccession 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 (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 Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent Borrower and any other Obligor, those of the Obligors' Agent Borrower shall prevail.

Obligors’ Agent. (a) Each Obligor (other than the IssuerCompany) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter irrevocably appoints the Issuer Company (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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 instructionsinstructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Senior Finance DocumentAccession 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 Obligor, without further reference to or the consent of that Obligor; and (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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. For this purpose each Obligor (other than the Company) incorporated in Germany releases the Company to the fullest extent possible from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail. (c) For the purposes of Italian law, the Obligors' Agent shall be considered as "mandatario con rappresentanza" hereby duly appointed by the Obligors in order to act in their name and on their behalf for the purposes and within the limits set out in the Finance Documents.

Obligors’ Agent. (a) Each Obligor (other than the IssuerBorrower) by its execution of this Agreement, a Guarantee Agreement or an Accession Letter Deed irrevocably appoints the Issuer Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Senior Finance Documents and irrevocably authorises: (i) the Issuer 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, to execute on its behalf any Senior Finance DocumentAccession 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 (ii) each Secured Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Senior 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 or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. (b) Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' ’ Agent or given to the Obligors' ’ Agent under any Senior Finance Document on behalf of another Obligor or in connection with any Senior Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Senior Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' ’ Agent and any other Obligor, those of the Obligors' ’ Agent shall prevail.