Central Administration; COMI. For the purposes of the European Insolvency Regulation, the centre of main interest (as that term is used in Article 3(1) of the European Insolvency Regulation of each Credit Party and each Material Subsidiary incorporated in the European Union) is situated in its jurisdiction of incorporation.
Central Administration; COMI. After the Closing Date and if applicable and unless otherwise consented to by the Administrative Agent, the German Borrower and the U.
Central Administration; COMI. For so long as the Parent Borrower is incorporated under the laws of the Netherlands, the Parent Borrower has its central administration (administration centrale) and, for the purposes of the European Insolvency Regulation, the centre of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in the Netherlands and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside the Netherlands.
Central Administration; COMI. Each of Holdings and the Lux Borrower has its central administration (administration centrale) and, for the purposes of the European Insolvency Regulation, the centre of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in Luxembourg and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside Luxembourg.
Central Administration; COMI. Each Loan Party that is incorporated in the Netherlands has the center of its main interests (as that term is used in section 3(1) of the European Insolvency Regulation) at the place of its registered office in the Netherlands and, as of the Closing Date, has no “establishment” (as defined in section 2(h) of the European Insolvency Regulation) outside the Netherlands.
Central Administration; COMI. For the purposes of the European Insolvency Regulation, each Loan Party’s administrative centre and centre of main interest (as that term is used in Article 3(1) of the European Insolvency Regulation) is situated in its jurisdiction of organization and it has no “establishment” (as that term is used in Article 2(10) of the European Insolvency Regulation) in any other jurisdiction.
Central Administration; COMI. The German Borrower has its central administration (administration centrale) and, for the purposes of the European Insolvency Regulation, the center of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in Germany and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside Germany. Each Loan Party formed in the European Union has its central administration (administration centrale) and, for purposes of the European Insolvency Regulation, the center of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in the European Union and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside the European Union.
Central Administration; COMI. For so long as the Parent Borrower is incorporated under the laws of the Netherlands, the Parent Borrower has its central administration (administration centrale) and, for the purposes of the European Insolvency Regulation, the centre of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in the Netherlands -4- |US-DOCS\118251991.9|| and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside the Netherlands.”
(vii) Section 6.12 of the Credit Agreement is hereby amended by (x) replacing “Brazil, France, Mexico, Sweden and Switzerland” thereof with “Brazil, France, Mexico and Sweden” and (y) adding the following paragraph after the final paragraph thereof: “For purposes of this Section 6.12, from and after the Ninth Amendment Effective Date, notwithstanding any prior release of, or termination of, security granted in Switzerland, the Loan Parties shall be required to deliver certain share pledge agreements, share charge agreements or other similar security documents granting Liens over Equity Interests governed by Swiss law.”
(viii) Section 7.04(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(a) any Borrower Party (other than the U.S. Borrower) may merge, amalgamate or consolidate with (i) the U.S. Borrower (including a merger, the purpose of which is to reorganize the U.S. Borrower into a new jurisdiction in any State of the United States or the District of Columbia); provided that the U.S. Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the U.S. Borrower pursuant to documents reasonably acceptable to the Administrative Agent, (ii) the Parent Borrower; provided that the Parent Borrower or any New Parent Borrower, as described in and subject to the requirements of the definition of “Parent Borrower”, shall be the continuing or surviving Person, or (iii) any one or more other Borrower Parties; provided that (x) any Borrower Party that is not a Controlled Foreign Subsidiary or a FSHCO may not merge with any Borrower Party that is a Controlled Foreign Subsidiary or a FSHCO if such Controlled Foreign Subsidiary or such FSHCO shall be the continuing or surviving Person and (y) when any Guarantor is merging with another Borrower Party that is not a Loan Party (A) the Guarantor shall be the continuing or surviving Person, (B) to the extent cons...
Central Administration; COMI. The German Borrower has its central administration (administration centrale) and, for the purposes of the European Insolvency Regulation, the center of its main interests (centre des intérêts principaux) at the place of its registered office (siège statutaire) in Germany and, as of the First Restatement Effective Date, has no establishment (as defined in the European Insolvency Regulation) outside Germany.
Central Administration; COMI. Each German Borrower has, for the purposes of the European Insolvency Regulation, the center of its main interests at the place of its registered office in Germany and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside Germany. Each Loan Party formed in the European Union has its central administration and, for purposes of the European Insolvency Regulation, the center of its main interests at the place of its registered office in the European Union and, as of the Closing Date, has no establishment (as defined in the European Insolvency Regulation) outside the European Union.
