Published on March 3, 2014
Copenhagen | Frankfurt [Address of Lender] Carsted Rosenberg LLP Advokatfirma Mainzer Landstrasse 46 D-60325 Frankfurt am Main [●] T: +49 (0) 69 58005 9942 F: +49 (0) 69 58005 9943 E: firstname.lastname@example.org www.carstedrosenberg.com APPOINTMENT OF PROCESS AGENT IN THE FEDERAL REPUBLIC OF GERMANY This appointment of process agent letter has as of the [●] 2014 been issued by: [●], [●] company registered in the Kingdom of Denmark with Danish company registration number CVR [●] and registered address at [●], Denmark (the "Company"), in relation to: a) a EUR [●],000,000 [●] facility agreement dated on or about [●] 2014 and entered into between [●] (the "Bank"), [●], a limited liability company incorporated in [●] with [●] company registration number [●] as guarantor and borrower (the "Guarantor"), [●], a limited liability company incorporated in [●] with [●] company registration number [●] as borrower (the "Borrower"), and the Company as borrower (the "Facility Agreement"); and b) an on-demand guarantee dated on or about [●] 2014 issued by the Guarantor in favour of the Bank in relation to the obligations of the of Guarantor, the Borrower [●] and the Company (collectively the "Borrowers") in relation to the Facility Agreement (the "Guarantee"), (together the "Transaction"). With reference to the Transaction and pursuant to the terms and conditions of inter alia the Guarantee Facility Agreement, as amended, supplemented and varied from time to time, the Company is obliged pursuant to the Facility Agreement to appoint a German resident as its process agent for the duration of the Transaction and to provide evidence to the Bank of such person's consent to become a process agent.
1. AUTHORISATION TO ACCEPT THE SERVICE OF DOCUMENTS IN GERMANY ON BEHALF OF THE COMPANY 1.1. As the Company is domiciled outside the Federal Republic of Germany, the Company hereby irrevocable appoints and authorises: [Registered company name of the process agent in Germany in full] [COMPANY NAME], a company duly organised and existing under the laws of the Federal Republic of Germany with company registration no [●] (Amtsgericht [●]) and with registered office at [Address], D-[Post code] [City], Germany (the "Process Agent") Telephone: +49 [●] Facsimile: +49 [●] Att.: [●] with full authority to receive, accept and acknowledge for the Company and on its behalf the service of all documents that the Bank sends to the Company at a German address particularly in matters concerning court proceedings and service of process in relation to our arising out of the Transaction or any matter concerning the Transaction. 1.2. In relation to inter alia any legal action or proceedings arising out of or in connection with the Transaction, the Company irrevocably submits for the benefit of the Bank to the jurisdiction of the courts of [●], Germany and waives any objection to proceedings in any such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. 1.3. Such service by the Bank shall be deemed completed on delivery to the Process Agent, including whether or not it is forwarded to and/or received by the Company. 1.4. The documents will be delivered to the authorised Process Agent's registered office in the Federal Republic of Germany, as indicated above. 1.5. The Company undertakes to promptly pay the Process Agent's applicable fees for the services. 2. ACCEPTANCE OF APPOINTMENT OF PROCESS AGENT 2.1. The authorised Process Agent hereby accepts and confirms this appointment as process agent for Germany in connection with the Transaction, on the terms set out above in this letter of appointment. 2
2.2. On receipt of any service of process, the Process Agent will accept such service on behalf of the Company and notify the Company to this effect. 2.3. Any such service of process or notification will be sent by facsimile and by post to the facsimile number and postal address indicated by the Company herein, or to such facsimile number and postal address as may subsequently be notified to the Process Agent in writing. 2.4. Such facsimile transmission and letter duly dispatched as indicated above shall constitute a good discharge of the Process Agent's duties under this appointment. 2.5. The Process Agent shall have no other duties or responsibilities under the terms of the appointment save as provided above. The appointing party shall have no right of action against the Process Agent for any failure to perform any of such duties, except where this is due to negligence or wilful default on the part of the Process Agent. 3. CHANGE OR TERMINATION OF PROCESS AGENT 3.1. This authorisation is valid throughout the entire duration of the Transaction between the Bank and the Company. 3.2. The Company undertake not to revoke the authority of the Process Agent, unless instructed to do so by the Bank. 3.3. The Bank will not refuse to recognise the authorised process agent that the Company has appointed to accept the service of documents on its behalf in Germany, unless it has reasonable grounds, but the Company acknowledges that the Bank has the right to demand that the process agent the Company has appointed be replaced at any time upon the Bank's written request with 14 calendar days' notice. 3.4. If, for any reason, the Process Agent ceases to be able to act as such or no longer has an address in Germany, the Company shall promptly appoint a substitute process agent in Germany acceptable to the Bank, and to forthwith deliver to the Bank the new process agent’s acceptance of that appointment within 14 calendar days provided that until the Bank receives such acceptance, the Bank shall be entitled to treat the Process Agent named above (or its successors or assigns) as the Company's process agent for the purpose of service of process in any matter in relation to Transaction. 3.5. The Process Agent undertakes not to revoke such acceptance until the Company has given the Bank written notice of the appointment of a new authorised process agent. 3
3.6. The appointment may be terminated by the end of the Transaction by the Company by giving written notice to the Process Agent countersigned by the Bank. 4. GOVERNING LAW AND JURISDICTION The terms of the appointment shall be governed by and construed in accordance with German law, and the Company hereby submits to the exclusive jurisdiction of the German courts in [●] ([●]) in relation to any dispute, which may arise out of or in connection with the appointment. 5. AUTHORISED SIGNATORIES For an on behalf of the Company _____________________________ Name: Title: _____________________________ Name: Title: For an on behalf of the Process Agent: _____________________________ Name: Title: _____________________________ Name: Title: ATTACHMENTS: Schedule 1: Facility Agreement Schedule 2: Guarantee 4
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