Common use of Closing Date Borrowing Clause in Contracts

Closing Date Borrowing. The obligations of the Lenders to make the Tranche A Loans, Tranche B Loans and Tranche C Loans on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) the Effective Date shall have occurred; (b) [reserved]; (c) (i) where the Acquisition proceeds by way of an Offer, the Offer Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an Arrangement, the Arrangement Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares); (d) the conditions applicable to the Acquisition contained in the relevant Arrangement Documents or, as the case may be, Offer Related Documents, have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonably; (e) the Certain Funds Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date; (f) [reserved]; (g) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (h) as of the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful; (i) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in paragraphs (c), (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way of an Offer, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent to the Borrower confirming receipt of valid acceptances (in accordance with the acceptance conditions contained in the Offer Document and the Irish Takeover Rules) of at least 80% of the Shares; and (k) where the Acquisition proceeds by way of an Arrangement, the Administrative Agent shall have received (i) evidence that the Court Order in respect of the Arrangement has been entered and (ii) certified copies of the certificates of the Registrar of Companies in Ireland confirming Registration of the Court Order.

Closing Date Borrowing. The obligations of the Lenders to make the Tranche A Loans, Tranche B Loans and Tranche C Loans Term Loan on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) the Effective Date The Administrative Agent (or its counsel) shall have occurredreceived from (i) each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) [reserved]The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in form reasonably satisfactory to the Administrative Agent, (ii) Xxxxxx, Xxxxx & Bockius LLP, special Pennsylvania counsel to the Closing Date Guarantor, and (iii) NautaDutilh N.V., special Dutch counsel to the Borrower, each in a form reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions; (c) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (ito the extent such concept is applicable in the relevant jurisdiction) where of the Acquisition proceeds by way of an OfferBorrower and the Closing Date Guarantor, the Offer Effective Date has occurred and the Borrower owns (or immediately after application authorization of the proceeds of Transactions and any other legal matters relating to the initial Loan on Borrower, the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an ArrangementDate Guarantor, the Arrangement Effective Date has occurred Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares)Administrative Agent and its counsel; (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that prior to or substantially concurrently with the conditions applicable to making of the Acquisition contained in Term Loan hereunder, all Indebtedness under the relevant Arrangement Documents or, as the case may be, Offer Related Documents, Existing Credit Agreements and all other amounts payable thereunder have been satisfied or amended or waived paid in accordance with their terms full and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonably;all commitments to extend credit thereunder shall have terminated. (e) The Administrative Agent shall have received a certificate attesting to the Certain Funds Representations shall be true Solvency of the Borrower and correct in all material respects its Subsidiaries (except that any representation and warranty that is qualified by materiality shall be true and correct in all respectstaken as a whole) on the Closing Date, both before and Date after giving effect to the funding of the Tranche A LoanTransactions, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Datefrom a Financial Officer; (f) [reserved]The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Lenders to comply with the Act; (g) the The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (h) as The Administrative Agent shall have received Notes executed by the Borrower in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful;; and (i) the The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions representations and warranties of the Borrower set forth in paragraphs this Agreement and the other Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Term Loan on the Closing Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing, both before and after giving effect to the funding of the Term Loan on the Closing Date and (C) that, except as set forth on Schedule 3.04(b), there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c)) of Article VIII, (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way for purposes of an Offer, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent to the Borrower confirming receipt of valid acceptances (in accordance determining compliance with the acceptance conditions contained specified in the Offer Document and the Irish Takeover Rules) of at least 80% of the Shares; and (k) where the Acquisition proceeds this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by way of an Arrangement, or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) evidence that notice from such Lender prior to the Court Order in respect of the Arrangement has been entered and (ii) certified copies of the certificates of the Registrar of Companies in Ireland confirming Registration of the Court Orderproposed Closing Date specifying its objection thereto.

Closing Date Borrowing. The obligations obligation of the Lenders each Lender to make the Tranche A Loans, Tranche B Loans and Tranche C Loans a Loan on the Closing Date are is subject to each the satisfaction of the following conditions being satisfied on or prior to the Closing Dateconditions: (a) The Acquisition shall be consummated substantially concurrently with the Effective Date Borrowing of the Loans hereunder in accordance with the Acquisition Agreement without giving effect to any amendment, modification, supplement or waiver by the Company thereto or consents by the Company thereunder that are in the aggregate (when taken as a whole) materially adverse to the Lenders, in their respective capacities as such, without the consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed); provided, that changes to the purchase price shall have occurred;not be deemed to be materially adverse to the interests of the Lenders if such purchase price changes do not exceed 10% in the aggregate and, in the case of a purchase price decrease, shall reduce the commitments in respect of the Bridge Facility on a dollar-for-dollar basis; provided further, that (x) a decrease in the purchase price shall be deemed to be materially adverse to the interests of the Lenders if such purchase price decrease exceeds 10% in the aggregate and (y) an increase in the purchase price shall be deemed to be materially adverse to the Lenders if (I) such purchase price increase exceeds 10% in the aggregate or (II) such purchase price increase is funded with third-party debt for borrowed money. (b) [reserved];Since the date of the Acquisition Agreement, a Company Material Adverse Effect shall not have occurred. (c) The Administrative Agent shall have received: (i) where audited consolidated balance sheets and related statement of comprehensive income (loss) (in the Acquisition proceeds by way case of the Company), operations and comprehensive income (loss) (in the case of the Target), shareholders’ equity and cash flows an Offer, unaudited balance sheet and related statements of income (or operations) and cash flows of each of the Offer Effective Date has occurred Company and the Borrower owns (or immediately after application of Target for the proceeds of the initial Loan on last three full fiscal years ended at least 60 days prior to the Closing Date, will own) no less than 80% of the Shares or Date and (ii) where unaudited consolidated balance sheets and related statement of comprehensive income (loss) (in the Acquisition proceeds by way case of the Company), operations and comprehensive income (loss) (in the case of the Target), shareholders’ equity and cash flows an Arrangement, unaudited balance sheet and related statements of income (or operations) and cash flows of each of the Arrangement Effective Date has occurred Company and the Borrower owns Target for each subsequent fiscal quarter ended at least 40 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year), which are prepared in accordance with GAAP; it being understood that, with respect to such financial information for each such fiscal year and fiscal quarter, such condition shall be deemed satisfied through the filing by the Company or immediately after application the Target of its annual report on Form 10-K or quarterly report on Form 10-Q with respect to such fiscal year or fiscal quarter. The Administrative Agent hereby acknowledges receipt of the proceeds of financial statements (x) in the initial Loan on foregoing clause (i) with respect to the Closing DateCompany for fiscal years ended June 27, will own2020, July 3, 2021 and July 2, 2022 and for the Target for the fiscal years ended March 27, 2023, April 2, 2022 and April 1, 2023 and (y) 100% of in the Shares);foregoing clause (ii) with respect to the Company for fiscal quarters ended October 1, 2022, December 31, 2022 and April 1, 2023. (d) the conditions applicable to the Acquisition contained in the relevant Arrangement Documents or, as the case may be, Offer Related Documents, have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonably; (e) the Certain Funds Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date; (f) [reserved]; (g) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (h) as of the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful; (i) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in paragraphs (c), (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way of an Offer, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent to the Borrower confirming receipt of valid acceptances (in accordance with the acceptance conditions contained in the Offer Document and the Irish Takeover Rules) of at least 80% of the Shares; and (k) where the Acquisition proceeds by way of an Arrangement, the The Administrative Agent shall have received (i) evidence that a duly executed Borrowing Request complying with the Court Order in respect terms of the Arrangement has been entered Section 2.03 and (ii) certified copies a solvency certificate from the chief financial officer of the certificates Company in the form attached as Exhibit I hereto certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent. (e) The Acquisition Agreement Representations and the Specified Representations shall be accurate in all material respects on and as of the Registrar Closing Date; provided that to the extent that the Acquisition Agreement Representations and the Specified Representations specifically refer to an earlier date, they shall be accurate in all material respects as of Companies such earlier date and (b) no Event of Default under (1) paragraphs (a) and (b) of Article VII and (2) paragraphs (h) and (i) of Article VII (with respect to the Company only). (f) The Company shall have paid all fees and expenses due under that certain Permanent Loan Financing Fee Letter, dated as of August 10, 2023, among the Company, Bank of America, N.A., BofA Securities, Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Facilities Fee Letter”), and in Ireland confirming Registration the case of expenses and legal fees, to the Court Orderextent invoiced in reasonable detail at least two (2) Business Days prior to the Closing Date, and required to be paid on the Closing Date.

Closing Date Borrowing. The obligations of the Lenders to make the Tranche A Loans, Tranche B Loans and Tranche C Loans Term Loan on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) the Effective Date The Administrative Agent (or its counsel) shall have occurredreceived from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) [reserved]The Administrative Agent shall have received the executed legal opinions of Cravath, Swaine & Xxxxx LLP, special New York counsel to Mylan, in form reasonably satisfactory to the Administrative Agent, and Xxxxxxx X. Xxxxxxx, Esq., Associate General Counsel Securities to Mylan, in a form reasonably satisfactory to the Administrative Agent. Mylan hereby requests such counsel to deliver such opinion; (c) (i) where The Administrative Agent shall have received such customary closing documents and certificates as the Acquisition proceeds by way Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of an OfferMylan, the Offer Effective Date has occurred and the Borrower owns (or immediately after application authorization of the proceeds of the initial Loan on the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an ArrangementTransactions and any other legal matters relating to Mylan, the Arrangement Effective Date has occurred Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares)Administrative Agent and its counsel; (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with the conditions applicable to making of the Acquisition contained in Term Loan hereunder, all Indebtedness under the relevant Arrangement Documents or, as the case may be, Offer Related Documents, Existing Credit Agreement and all other amounts payable hereunder have been satisfied or amended or waived paid in accordance with their terms full and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonablyall commitments to extend credit thereunder shall have terminated; (e) The Administrative Agent shall have received a certificate attesting to the Certain Funds Representations shall be true Solvency of Mylan and correct in all material respects its Subsidiaries (except that any representation and warranty that is qualified by materiality shall be true and correct in all respectstaken as a whole) on the Closing Date, both before and Date after giving effect to the funding Transactions, from a Financial Officer of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing DateMylan; (f) [reserved]The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Lenders to comply with the Act; (g) the The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower Mylan hereunder; (h) as The Administrative Agent shall have received Notes executed by Mylan in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful;; and (i) the The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower Mylan certifying (A) that the conditions representations and warranties of the Company set forth in paragraphs this Agreement and the other Loan Documents are be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Term Loan on the Closing Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing, both before and after giving effect to the funding of the Term Loan on the Closing Date and (C) that there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c)) of Article VIII, (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way for purposes of an Offer, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent to the Borrower confirming receipt of valid acceptances (in accordance determining compliance with the acceptance conditions contained specified in the Offer Document and the Irish Takeover Rules) of at least 80% of the Shares; and (k) where the Acquisition proceeds this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by way of an Arrangement, or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) evidence that notice from such Lender prior to the Court Order in respect of the Arrangement has been entered and (ii) certified copies of the certificates of the Registrar of Companies in Ireland confirming Registration of the Court Orderproposed Closing Date specifying its objection thereto.

Closing Date Borrowing. The obligations of the Lenders to make the Tranche A Loans, Tranche B Loans and Tranche C Loans on the Closing Date under this Agreement are subject to the satisfaction of the following conditions: (a) The Administrative Agent shall have received each of the following following, in form and substance satisfactory to it: (i) Opinions of Xxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Borrower, and of Xxxxx X. Xxxxx, Vice President and Chief Counsel for Regulatory and Governmental Affairs for the Borrower, each dated the date of this Agreement and addressed to the Administrative Agent and the Lenders, with respect to such matters relating to the Borrower and the Loan Documents as the Administrative Agent or any Lender may reasonably request. The Borrower hereby instructs such counsels to deliver such opinions to the Administrative Agent. (ii) Evidence satisfactory to the Administrative Agent and set forth on Schedule 4.02(a)(ii) that the Borrower shall have obtained all consents and approvals of, and shall have made all filings and registrations with, any Governmental Authority required in order to consummate the Transactions, in each case without the imposition of any condition which, in the judgment of the Lenders or the Administrative Agent, could adversely affect the rights or interests of the Lenders or the Administrative Agent under the Loan Documents. (iii) A copy of the articles of incorporation of the Borrower (as most recently amended and restated), including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Washington. (iv) Certificates, each dated as of a recent date, from the appropriate Governmental Authorities of the States of Washington, Idaho, Montana and Oregon as to the existence of the Borrower and qualification to do business in those states. (v) A certificate of the Secretary or Assistant Secretary of the Borrower dated the date of this Agreement and certifying (A) that attached thereto is a true and complete copy of the restated articles of incorporation and the bylaws of the Borrower as in effect on the date of this Agreement and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certification with respect thereto furnished pursuant to clause (iii) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection therewith on behalf of the Borrower. (vi) A certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (v) above. (vii) A certificate, dated the date of this Agreement and signed by a Financial Officer of the Borrower, confirming compliance with the conditions being satisfied precedent set forth in paragraphs (b) and (c) of Section 4.01. (viii) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower, in form and substance reasonably satisfactory to any Lender that requests such a Beneficial Ownership Certification prior to the Closing Date. (ix) This Agreement and any Notes requested by the Lenders for issuance on the date of this Agreement, duly executed and delivered by all parties thereto. (x) A letter agreement between the Borrower and U.S. Bank concerning the fees payable pursuant to Section 2.06(b), duly executed and delivered by the Borrower. (xi) Such other documents as the Administrative Agent or any Lender, or legal counsel to any of them, may reasonably request. (b) All fees payable by the Borrower to the Administrative Agent, the Lenders or any of their respective Affiliates on or prior to the Closing Date: (a) date of this Agreement with respect to this Agreement, and all amounts payable by the Effective Date Borrower pursuant to Section 10.05 for which invoices have been delivered to the Borrower on or prior to such date, shall have occurred; (b) [reserved];been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in full. (c) (i) where the Acquisition proceeds by way of an Offer, the Offer Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an Arrangement, the Arrangement Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares); (d) the conditions applicable to the Acquisition contained in the relevant Arrangement Documents or, as the case may be, Offer Related Documents, have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonably; (e) the Certain Funds Representations shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date; (f) [reserved]; (g) the The Administrative Agent and the Arrangers Lenders shall have received all fees documentation and other amounts due information required by bank regulatory authorities under applicable “know your customer” and payable on anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, to the extent requested by the Administrative Agent or any Lender prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder;. (h) as of the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful; (i) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in paragraphs (c), (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way of an Offer, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent All legal matters incident to the Borrower confirming receipt of valid acceptances (in accordance with the acceptance conditions contained in the Offer Document Loan Documents and the Irish Takeover Rules) of at least 80% of transactions contemplated thereby shall be reasonably satisfactory to the Shares; and (k) where the Acquisition proceeds by way of an ArrangementAdministrative Agent, the Administrative Agent shall have received (i) evidence that the Court Order in respect of the Arrangement has been entered Lenders and (ii) certified copies of the certificates of the Registrar of Companies in Ireland confirming Registration of the Court Ordertheir respective legal counsel.

Closing Date Borrowing. The obligations of the Lenders to make Loans hereunder shall not become effective until the Tranche A Loans, Tranche B Loans and Tranche C Loans date on the Closing Date are subject to which each of the following conditions being is satisfied on (or prior to the Closing Date:waived in accordance with Section 9.2): (a) The Administrative Agent and the Effective Date Lenders (or their respective counsels) shall have occurredreceived the following, each of which shall be original, .pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, and each to be in form and substance reasonably satisfactory to the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) a counterpart of the Guaranty Agreement signed by or on behalf of each of the Loan Party and the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws, partnership agreement or limited liability company agreement, as applicable, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iv) certified copies of the articles or certificate of incorporation, certificate of organization, formation or limited partnership, or other registered organizational documents, as applicable, of each Loan Party, together with certificates of good standing or existence (if available in the jurisdiction of organization of the relevant Loan Party), as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party; (v) a favorable written opinion of (a) Xxxxxxx Xxxx & Xxxxxxxxx LLP, New York counsel to the Loan Parties, and (b) to the extent reasonably requested by the Lenders, local counsel to the Loan Parties in other jurisdictions that may be relevant to this Agreement or any other Loan Document, in each case, addressed to the Administrative Agent and each of the Lenders, covering such matters relating to the Loan Documents as the Lenders may reasonably request; (vi) a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the Borrowing, (x) the conditions set forth in paragraphs (b), (c), (e), (f), (g) and (h) of this Section 3.1 shall be satisfied, (y) no Default or Event of Default exists; (vii) [reserved]; (cviii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (iix) where a certificate, dated the Acquisition proceeds Closing Date and signed by way the chief financial officer or treasurer of an Offerthe Borrower, confirming that the Offer Effective Date has occurred Loan Parties, on a consolidated basis, are Solvent before and after giving effect to the Borrowing and the Borrower owns (or immediately after application consummation of the proceeds of the initial Loan transactions contemplated to occur on the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an Arrangement, the Arrangement Effective Date has occurred and the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares); (dx) the conditions applicable results of a search of the Uniform Commercial Code filings (or equivalent filings), judgment filings and tax filings made with respect to the Acquisition contained Loan Parties in the relevant Arrangement Documents orstates (or other jurisdictions) of formation of such Persons and in which the chief executive office of each such Person is located, and in such other jurisdictions as the case may be, Offer Related Documents, have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed be reasonably required by the Joint Lead ArrangersLenders, acting reasonably;together with copies of the financing statements (or similar documents) disclosed by such search; and (exi) with respect to Indebtedness not permitted to be outstanding pursuant to Section 6.1 or Liens not permitted to be outstanding pursuant to Section 6.2, copies of duly executed payoff letters, in form and substance reasonably satisfactory to the Certain Funds Representations Lenders, executed by each of the existing lenders or the administrative agent thereof, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Lenders, releasing all liens of the existing lenders upon any of the personal property of the Borrower and its Restricted Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Lenders, releasing all liens of the existing lenders upon any of the real property of the Borrower and its Restricted Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Lenders to evidence the payoff of Indebtedness owed to the existing lenders. (b) At the time of and immediately after giving effect to the Borrowing, no Default or Event of Default shall exist. (c) At the time of and immediately after giving effect to such Borrowing, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except other than those representations and warranties that any representation and warranty that is are expressly qualified by materiality a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects). (d) on The Borrower shall have delivered the Closing Date, both before and required Notice of Borrowing. (e) Immediately after giving effect to the funding Borrowing and the transactions contemplated hereby, the Borrower and its Restricted Subsidiaries shall have no outstanding Indebtedness other than Indebtedness not prohibited by this Agreement. (f) The Common Stock Investment shall have been, or substantially concurrently with the Borrowing shall be, consummated. (g) The Borrower shall have delivered notice to the Senior Notes Trustee in connection with the satisfaction and discharge of all Indebtedness (including, without limitation, accrued interest and any prepayment premiums) under the Senior Notes (the “Refinancing”)and shall have irrevocably deposited, or substantially concurrently with the Borrowing shall irrevocably deposit, with the Senior Notes Trustee trust funds in an amount sufficient for the satisfaction and discharge of the Tranche A LoanSenior Notes (including, Tranche B Loan without limitation, all principal, accrued interest and Tranche C Loan on prepayment premiums with respect thereto), in each case in accordance with the Senior Notes Indenture, and shall have delivered to the Administrative Agent and the Lenders evidence reasonably satisfactory to the Lenders that the Senior Notes shall have been, or substantially concurrently with the Borrowing shall be, satisfied and discharged in accordance with the Senior Notes Indenture. (h) Since the SPA Signing Date to the Closing Date and Date, no Certain Funds Event of Default event or events shall have occurred and be continuingcontinuing which, both before and after giving effect individually or in the aggregate, constitute, or would reasonably be expected to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date; (f) [reserved]; (g) the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder; (h) as of the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful; (i) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in paragraphs (c), (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way of an Offerhave, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent to the Borrower confirming receipt of valid acceptances (in accordance with the acceptance conditions contained in the Offer Document and the Irish Takeover Rules) of at least 80% of the Shares; and (k) where the Acquisition proceeds by way of an Arrangement, the Administrative Agent shall have received (i) evidence that the Court Order in respect of the Arrangement has been entered and (ii) certified copies of the certificates of the Registrar of Companies in Ireland confirming Registration of the Court OrderMaterial Adverse Effect.

Closing Date Borrowing. The obligations of the Lenders to make the Tranche A Loans, Tranche B Loans and Tranche C Loans Closing Date Term Loan on the Closing Date are subject to each of the following conditions being satisfied on or prior to the Closing Date: (a) the Effective Date The Administrative Agent (or its counsel) shall have occurredreceived from (i) each party thereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission in accordance with Section 9.01) that such party has signed a counterpart of this Agreement; (b) [reserved]The Administrative Agent shall have received the executed legal opinions of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to Mylan and the Company, (ii) Xxxxxxx X. Xxxxxxx, Esq., Associate General Counsel Securities to Mylan, and (iii) NautaDutilh New York, P.C., special Dutch counsel to the Company, each in a form reasonably satisfactory to the Administrative Agent. Mylan and the Company hereby request such counsel to deliver such opinion; (c) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (ito the extent applicable) where of the Acquisition proceeds by way of an OfferCompany and Mylan, the Offer Effective Date has occurred and the Borrower owns (or immediately after application authorization of the proceeds of Transactions and any other legal matters relating to the initial Loan on the Closing Date, will own) no less than 80% of the Shares or (ii) where the Acquisition proceeds by way of an ArrangementCompany and Mylan, the Arrangement Effective Date has occurred Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Borrower owns (or immediately after application of the proceeds of the initial Loan on the Closing Date, will own) 100% of the Shares)Administrative Agent and its counsel; (d) the conditions applicable to the Acquisition contained in the relevant Arrangement Documents or, as the case may be, Offer Related Documents, have been satisfied or amended or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Joint Lead Arrangers, acting reasonably[Reserved]; (e) The Administrative Agent shall have received a certificate attesting to the Certain Funds Representations shall be true Solvency of the Company and correct in all material respects its Subsidiaries (except that any representation and warranty that is qualified by materiality shall be true and correct in all respectstaken as a whole) on the Closing Date, both before and Date after giving effect to the funding Transactions, from a Financial Officer of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing Date and no Certain Funds Event of Default shall have occurred and be continuing, both before and after giving effect to the funding of the Tranche A Loan, Tranche B Loan and Tranche C Loan on the Closing DateCompany; (f) [reserved]The Lenders shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least two business days prior to the Closing Date in order to allow the Lenders to comply with the Act; (g) the The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower Mylan hereunder; (h) as The Administrative Agent shall have received Notes executed by Mylan in favor of each Lender requesting Notes at least three Business Days prior to the Closing Date, (i) no order, judgment or decree of any Governmental Authority shall purport to restrain any Lender from making the Loans to be made by it on the Closing Date, (ii) no injunction or other restraining order shall have been issued by a court of competent jurisdiction which purports to enjoin or otherwise prevent the making of Tranche A Loans, Tranche B Loans or Tranche C Loans or the consummation of the Acquisition and (iii) the making of the Tranche A Loan, the Tranche B Loan or the Tranche C Loan or the consummation of the Acquisition shall not otherwise be unlawful;; and (i) the The Administrative Agent shall have received a certificate signed by a Responsible Officer of each of the Borrower Company and Mylan certifying (A) that the conditions representations and warranties of the Company and Mylan set forth in paragraphs this Agreement and the other Loan Documents are be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on the Closing Date, both before and after giving effect to the funding of the Closing Date Term Loan on the Closing Date, (B) that no Default or Event of Default shall have occurred or would occur and be continuing, both before and after giving effect to the funding of the Closing Date Term Loan on the Closing Date and (C) that there has been no event or circumstance since the date of the audited financial statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the provisions of the last sentence of clause (c)) of Article VIII, (d) and (e) above have been satisfied; (j) where the Acquisition proceeds by way for purposes of an Offer, a copy, certified by an officer of the Borrower, of a letter from the Receiving Agent to the Borrower confirming receipt of valid acceptances (in accordance determining compliance with the acceptance conditions contained specified in the Offer Document and the Irish Takeover Rules) of at least 80% of the Shares; and (k) where the Acquisition proceeds this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by way of an Arrangement, or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) evidence that notice from such Lender prior to the Court Order in respect of the Arrangement has been entered and (ii) certified copies of the certificates of the Registrar of Companies in Ireland confirming Registration of the Court Orderproposed Closing Date specifying its objection thereto.