Common use of Luxembourg Specific Representations Clause in Contracts

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency Regulation) the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; (c) no Luxembourg Loan Party has filed and, to the best of its knowledge, no Person has filed a request with any competent court seeking that any Luxembourg Loan Party, 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 2 to 11, 13 and Article 14 of the Luxembourg Law of 19 December 2002 on the register of commerce and companies, and the accounting and annual accounts of undertakings (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to the European Insolvency Regulation); and (d) each Luxembourg Loan Party 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 des paiements), or be deemed to be in a such state, and has not, 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 not reasonably be aware of such circumstances.

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Regulation (EU) of the European Insolvency Regulation) Parliament and the Council N° 2015/848 of May 20, 2015 on insolvency proceedings, recast), the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party is in Luxembourg and is located at the place of its registered office (siège statutaire); (b) in Luxembourgeach Luxembourg Loan Party complies with all requirements of the Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related circulars issued by the Commission de Surveillance du Secteur Financier; (c) no none of the Luxembourg Loan Party Parties has filed and, to the best of its their knowledge, no Person person has filed a request with any competent court seeking that any the relevant Luxembourg Loan Party, Party 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), or such other proceedings listed at Article 13, items 2 to 1112, 13 and Article 14 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to Regulation (EU) of the European Insolvency RegulationParliament and the Council n°2015/848 of May 20, 2015 on insolvency proceedings, recast); and (d) each Luxembourg Loan Party 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 des de paiements), or be deemed to be in a such state, and has notnot 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 is not reasonably be aware aware, of such circumstances; and (e) each Luxembourg Loan Party is in compliance with any reporting requirements applicable to it pursuant to the to the Central Bank of Luxembourg regulation 2011/8 as amended by the Central Bank of Luxembourg Regulation 2014/17 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 (as applicable).

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency RegulationCouncil Regulation (EC) N° 1346/2000 of May 29, 2000 on insolvency proceedings) the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party is in Luxembourg and is located at the place of its registered office (siège statutaire); (b) in Luxembourgeach Luxembourg Loan Party complies with all requirements of the Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related circulars issued by the Commission de Surveillance du Secteur Financier; (c) no none of the Luxembourg Loan Party Parties has filed and, to the best of its their knowledge, no Person person has filed a request with any competent court seeking that any the relevant Luxembourg Loan Party, Party be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de la faillite) controlled management (gestion contrôléecontrôlee), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), or such other proceedings listed at Article 13, items 2 to 1112, 13 and Article 14 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings 122 US-DOCS\73723759.13 Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to the European Insolvency RegulationCouncil Regulation (EC) n°1346/2000 of May 29, 2000 on insolvency proceedings); and (d) each Luxembourg Loan Party 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 des de paiements), or be deemed to be in a such state, and has notnot 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 is not reasonably be aware aware, of such circumstances; and (e) each Luxembourg Loan Party is in compliance with any reporting requirements applicable to it pursuant to the to the Central Bank of Luxembourg regulation 2011/8 as amended by the Central Bank of Luxembourg Regulation 2014/17 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 (as applicable).

Luxembourg Specific Representations. (ai) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 Act dated May 31, 1999 governing on the domiciliation of companies (companies, as amended from time to time and all related regulations); (bii) the head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency Regulation) the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; (ciii) no Luxembourg Loan Party has filed and, to the best of its knowledge, no Person has filed a request with any competent court seeking that any Luxembourg Loan Party, 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 2 to 11, 13 and Article 14 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to the European Insolvency Regulation); and (div) each Luxembourg Loan Party 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 des paiements), or be deemed to be in a such state, and has not, 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 not reasonably be aware of such circumstances.. NY\6497185.2 Exhibit 10.1

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Regulation (EU) of the European Insolvency Regulation) Parliament and the Council N° 2015/848 of May 20, 2015 on insolvency proceedings, recast), the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party is in Luxembourg and is located at the place of its registered office (siège statutaire); (b) in Luxembourgeach Luxembourg Loan Party complies with all requirements of the Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related circulars issued by the Commission de Surveillance du Secteur Financier; (c) no none of the Luxembourg Loan Party Parties has filed and, to the best of its their knowledge, no Person person has filed a request with any competent court seeking that any the relevant Luxembourg Loan Party, Party 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),), administrative dissolution with liquidation (dissolution administrative sans liquidation), judicial reorganization (reorganization judiciaire) or such other proceedings listed at Article 13, items 2 24 to 1112, 13 16 and Article 14 1417 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to Regulation (EU) of the European Insolvency RegulationParliament and the Council n°2015/848 of May 20, 2015 on insolvency proceedings, recast); and (ddc) each Luxembourg Loan Party 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 des de paiements), or be deemed to be in a such state, and has notnot 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 is not reasonably be aware aware, of such circumstances; and (ed) each Luxembourg Loan Party is in compliance with any reporting requirements applicable to it pursuant to the to the Central Bank of Luxembourg regulation 2011/8 as amended by the Central Bank of Luxembourg Regulation 2014/17 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 (as applicable).

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Regulation (EU) of the European Insolvency Regulation) Parliament and the Council N° 2015/848 of May 20, 2015 on insolvency proceedings, recast), the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party is in Luxembourg and is located at the place of its registered office (siège statutaire); (b) in Luxembourgeach Luxembourg Loan Party complies with all requirements of the Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related circulars issued by the Commission de Surveillance du Secteur Financier; (c) no none of the Luxembourg Loan Party Parties has filed and, to the best of its their knowledge, no Person person has filed a request with any competent court seeking that any the relevant Luxembourg Loan Party, Party 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), or such other proceedings listed at Article 13, items 2 to 1112, 13 and Article 14 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to Regulation (EU) of the European Insolvency RegulationParliament and the Council n°2015/848 of May 20, 2015 on insolvency proceedings, recast); and (d) each Luxembourg Loan Party 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 135 (cessation des de paiements), or be deemed to be in a such state, and has notnot 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 is not reasonably be aware aware, of such circumstances; and (e) each Luxembourg Loan Party is in compliance with any reporting requirements applicable to it pursuant to the to the Central Bank of Luxembourg regulation 2011/8 as amended by the Central Bank of Luxembourg Regulation 2014/17 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 (as applicable).

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency Regulation) the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; (c) no Luxembourg Loan Party has filed and, to the best of its knowledge, no Person has filed a request with any competent court seeking that any Luxembourg Loan Party, 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 2 to 11, 13 and Article 14 of the Luxembourg Law of 19 December 2002 on the register of commerce and companies, and the accounting and annual accounts of undertakings (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to the European Insolvency Regulation); and (d) each Luxembourg Loan Party 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 des paiements), or be deemed to be in a such state, and has not, 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 not reasonably be aware of such circumstances.

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the The head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Regulation (EU) of the European Insolvency Regulation) Parliament and the Council N° 2015/848 of May 20, 2015 on insolvency proceedings, recast), the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party is in Luxembourg and is located at the place of its registered office (siège statutaire); (b) in Luxembourgeach Luxembourg Loan Party complies with all requirements of the Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related |US-DOCS\138541167.4141447058.7|| circulars issued by the Commission de Surveillance du Secteur Financier; (c) no none of the Luxembourg Loan Party Parties has filed and, to the best of its their knowledge, no Person person has filed a request with any competent court seeking that any the relevant Luxembourg Loan Party, Party 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), or such other proceedings listed at Article 13, items 2 to 1112, 13 and Article 14 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to Regulation (EU) of the European Insolvency RegulationParliament and the Council n°2015/848 of May 20, 2015 on insolvency proceedings, recast); and (d) each Luxembourg Loan Party 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 des de paiements), or be deemed to be in a such state, and has notnot 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 is not reasonably be aware aware, of such circumstances; and (e) each Luxembourg Loan Party is in compliance with any reporting requirements applicable to it pursuant to the to the Central Bank of Luxembourg regulation 2011/8 as amended by the Central Bank of Luxembourg Regulation 2014/17 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 (as applicable).

Luxembourg Specific Representations. (ai) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 Act dated May 31, 1999 governing on the domiciliation of companies (companies, as amended from time to time and all related regulations); (bii) the head office central administration (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency Regulation) the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; (ciii) no Luxembourg Loan Party has filed and, to the best of its knowledge, no Person has filed a request with any competent court seeking that any Luxembourg Loan Party, 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 2 to 11, 13 and Article 14 of the Luxembourg Law of 19 Act dated December 19, 2002 on the register Register of commerce Commerce and companiesCompanies, on Accounting and on Annual Accounts of the accounting and annual accounts of undertakings Companies (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to the European Insolvency Regulation); and (div) each Luxembourg Loan Party is not, and will not, as a result only of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation des paiements), or be deemed to be in a such state, and has not, 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 not reasonably be aware of such circumstances.