Common use of Luxembourg Regulatory Matters Clause in Contracts

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity in the financial sector on a professional basis (as referred to in the Luxembourg law dated 5 April 1993 on the financial sector, as amended from time to time) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professions. The Lux Borrower has not filed a request and, to the best of its knowledge, no person has filed a request with any competent court seeking that the Lux Borrower be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 00, 00 xx xxx Xxxxxxxxxx Xxx dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings as amended). The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center of main interests (centre des intérêts principaux) of the Lux Borrower is located at the place of its registered office (siège statutaire) in Luxembourg. In addition, to the best of its knowledge the Lux Borrower is in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity Borrower, Lux Holdco and Lux Sub Xxxxx are each in the financial sector on a professional basis (as referred to in compliance with all requirements of the Luxembourg law dated 5 April 1993 legislation and regulations on the financial sectordomiciliation of companies, and in particular with the Luxembourg Act dated May 31, 1999 on the domiciliation of companies, as amended from time to time) or , except where failure to comply with any activity requiring the granting of such requirement could not reasonably be expected to result in a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professionsMaterial Adverse Effect. The Lux Borrower has not filed a request and, to the best of its knowledge, no person has filed a request with any competent court seeking that the Lux Borrower be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôléecontrôlèe), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 0011, 00 xx xxx Xxxxxxxxxx Xxx 13 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings as amended). The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center of main interests (centre des intérêts intérets principaux) of each the Lux Holdco, the Lux Borrower and Lux Sub Xxxxx in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg. In addition, to the best each of its knowledge Lux Holdco, the Lux Borrower and Lux Sub Xxxxx is in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Luxembourg Regulatory Matters. The (a) Solely to the extent any Lux Borrower does not carry Note Party is a party to this Agreement, the head office (administration centrale) and (for the purposes of the COMI Regulation) the center of main interests (centre des intérets principaux) of each Lux Note Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg. No Lux Note Party carries out (a) any activity in the financial sector on a professional basis (as referred to in the Luxembourg law dated 5 April 1993 on the financial sector, as amended from time to time) or (b) any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professions. The Each Lux Borrower Note Party complies with all requirements of the Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related regulations. No Lux Note Party has not filed a request and, to the best of its knowledge, no person Person has filed a request with any competent court seeking that the a Lux Borrower Note Party be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôléecontrolee), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 2 to 0012, 00 xx xxx Xxxxxxxxxx Xxx and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) ), (and which include foreign court decisions decision as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings as amendedthe COMI Regulation). The Lux Borrower is Note Parties are not, and will not, as a result of its their entry into the Loan Notes Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de des paiements), or be deemed to be in such state, and has have not lost, and will not, as a result of its their entry into the Loan Notes Documents or the performance of its their obligations thereunder, lose its their creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is are not aware, or may be not reasonably be aware, of such circumstances. The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center of main interests (centre des intérêts principaux) of the Each Lux Borrower is located at the place of its registered office (siège statutaire) in Luxembourg. In addition, to the best of its knowledge the Lux Borrower Note Party is in compliance with any reporting requirements applicable to it pursuant to the to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except in each case referred to in (i)(b), (ii) and (v) where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect.

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity in the financial sector on a professional basis (as referred to in the Luxembourg law dated 5 April 1993 on the financial sector, as amended from time to time) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professions. The Lux Borrower has not filed a request and, to the best of its knowledge, no person has filed a request with any competent court seeking that the Lux Borrower be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 2 to 00, 00 xx xxx Xxxxxxxxxx Xxx 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat faillite or analogous procedures according to Council Regulation (ECEU) n°1346/2000 2015/848 of the European Parliament and of the Council of 20 May 29, 2000 2015 on insolvency proceedings (recast), as amendedamended (the “European Insolvency Regulation”)); provided that, for the avoidance of doubt, neither the Chapter 11 Cases nor the Previous Chapter 11 Cases constitute a breach of this Section 3.25. The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office place of the central administration (administration siège de l'administration centrale), the principal place of effective management business (siège de direction effectiveprincipal établissement) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center centre of main interests (centre des intérêts principauxwithin the meaning given to such term in the European Insolvency Regulation) of the Lux Borrower is are located at the place of its registered office (siège statutaire) in Luxembourg and the Lux Borrower has no establishment (as such term is defined in the European Insolvency Regulation) outside Luxembourg. In addition, to the best of its knowledge the The Lux Borrower is in full compliance with any reporting requirements applicable to it pursuant to the Central Bank Luxembourg Act dated 31 May 1999 on the domiciliation of Luxembourg regulation 2011/8 or Regulation companies, as amended (EU) N°648/2012 of and the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectrelevant regulations).

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity and each Luxembourg Guarantor is in the financial sector on a professional basis (as referred to in compliance with all requirements of the Luxembourg law dated 5 April 1993 legislation and regulations on the financial sectordomiciliation of companies, and in particular with the Luxembourg Act dated May 31, 1999 on the domiciliation of companies, as amended from time to time) or , except where failure to comply with any activity requiring the granting of such requirement could not reasonably be expected to result in a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professionsMaterial Adverse Effect. The Neither Lux Borrower has not filed a request and, to the best of its knowledge, no person nor any Luxembourg Guarantor has filed a request with any competent court seeking that the Lux Borrower or such Luxembourg Guarantor, as applicable, be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôléecontrôlèe), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 2 to 00, 00 xx xxx Xxxxxxxxxx Xxx 12 and 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings as amended). The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, proceedings as amended) the center of main interests (centre des intérêts intérets principaux) of each of the Lux Borrower and the Luxembourg Guarantors in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg. In addition, to the best of its knowledge the Lux Borrower is and the Luxembourg Guarantors are in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity in the financial sector on a professional basis (as referred to in the Luxembourg law dated 5 April 1993 on the financial sector, as amended from time to time) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professions. The Lux Borrower has not filed a request and, to the best of its knowledge, no person has filed a request with any competent court seeking that the Lux Borrower be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de la faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 2 to 00, 00 xx xxx Xxxxxxxxxx Xxx 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (ECEU) n°1346/2000 2015/848 of the European Parliament and of the Council of 20 May 29, 2000 2015 on insolvency proceedings (recast), as amendedamended (the “European Insolvency Regulation”)); provided that, for the avoidance of doubt, the Chapter 11 Cases do not constitute a breach of this Section 3.25. The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office place of the central administration (administration siège de l’administration centrale), the principal place of effective management business (siège de direction effectiveprincipal établissement) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center centre of main interests (centre des intérêts principauxwithin the meaning given to such term in the European Insolvency Regulation) of the Lux Borrower is are located at the place of its registered office (siège statutaire) in Luxembourg and the Lux Borrower has no establishment (as such term is defined in the European Insolvency Regulation) outside Luxembourg. In additionThe Lux Borrower is in full compliance with the Luxembourg Act dated 31 May 1999 on the domiciliation of companies, to as amended (and the relevant regulations). To the best of its knowledge the Lux Borrower is in compliance with any reporting requirements requirement applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity in the financial sector on a professional basis (as referred to in the Luxembourg law dated 5 April 1993 on the financial sector, as amended from time to time) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professions. The Lux Borrower has not filed a request and, to the best of its knowledge, no person has filed a request with any competent court seeking that the Lux Borrower be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 2 to 00, 00 xx xxx Xxxxxxxxxx Xxx 12 and Article 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat faillite or analogous procedures according to Council Regulation (ECEU) n°1346/2000 2015/848 of the European Parliament and of the Council of 20 May 29, 2000 2015 on insolvency proceedings (recast), as amendedamended (the “European Insolvency Regulation”)); provided that, for the avoidance of doubt, neither the Chapter 11 Cases (2020) nor the Chapter 11 Cases (2023) constitute a breach of this Section 3.25. The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office place of the central administration (administration siège de l'administration centrale), the principal place of effective management business (siège de direction effectiveprincipal établissement) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center centre of main interests (centre des intérêts principauxwithin the meaning given to such term in the European Insolvency Regulation) of the Lux Borrower is are located at the place of its registered office (siège statutaire) in Luxembourg. In addition, to the best of its knowledge Luxembourg and the Lux Borrower has no establishment (as such term is defined in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectInsolvency Regulation) outside Luxembourg.

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity Luxco is in the financial sector on a professional basis (as referred to in compliance with all requirements of the Luxembourg law dated 5 April 1993 legislation and regulations on the financial sectordomiciliation of companies, and in particular with the Luxembourg Act dated May 31, 1999 on the domiciliation of companies, as amended from time to time) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access , except where failure to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professions. The Lux Borrower has not filed a request and, to the best of its knowledge, no person has filed a request comply with any competent court seeking that the Lux Borrower such requirement could not reasonably be declared expected to result in a Material Adverse Effect. Luxco is not subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôléecontrôlèe), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 to 00, 00 xx xxx Xxxxxxxxxx Xxx dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings as amended). The Lux Borrower Luxco is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be not in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, ) and has not lost, and will notlost its creditworthiness. No application has been made by Luxco or, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and far as it is not aware, by any other person for the appointment of a commissaire, juge commissaire, liquidateur, curateur or may be not reasonably be aware, of such circumstancessimilar officer pursuant to any insolvency or similar proceedings. No application has been made by Luxco for a voluntary or judicial winding up or liquidation. The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amended) the center of main interests (centre des intérêts intérets principaux) of the Lux Co- Borrower in Luxembourg is located at the place of its registered office (siège statutaire) in LuxembourgLuxembourg and it has no “establishment” (as that term is used in Article 2(h) of Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings) in any other jurisdiction. In addition, to the best of its knowledge the Lux Borrower Luxco is in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or the Regulation (EU) N°No 648/2012 of the European Parliament and of the Council dated of 4 July 2012 on OTC derivatives, central counterparties (CCPs) and trade repositoriesrepositories (TRs), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Luxembourg Regulatory Matters. The Lux Borrower does not carry out any activity and each Luxembourg Guarantor is in the financial sector on a professional basis (as referred to in compliance with all requirements of the Luxembourg law dated 5 April 1993 legislation and regulations on the financial sectordomiciliation of companies, and, to the extent applicable, in particular with the Luxembourg Act dated May 31, 1999 on the domiciliation of companies, as amended from time to time) or , except where failure to comply with any activity requiring the granting of such requirement could not reasonably be expected to result in a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to certain liberal professionsMaterial Adverse Effect. The Neither Lux Borrower has not filed a request and, to the best of its knowledge, no person nor any Luxembourg Guarantor has filed a request with any competent court seeking that the Lux Borrower or such Luxembourg Guarantor, as applicable, be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 4 2 to 00, 00 xx xxx Xxxxxxxxxx Xxx 12 and 14 of the Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Council Regulation (ECEU) n°1346/2000 2015/848 of the European Parliament and of the Council of 20 May 29, 2000 2015 on insolvency proceedings as amended(recast) (the “Insolvency Regulation”). The Lux Borrower is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation de paiements), or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware, of such circumstances. The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Council Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings, as amendedInsolvency Regulation) the center of main interests (centre des intérêts principaux) of each of the Lux Borrower and the Luxembourg Guarantors in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg. In addition, to the best of its knowledge the Lux Borrower is and the Luxembourg Guarantors are in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.