Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. Each of Irish Holdco and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of Inactive Subsidiaries) on the Equity Interests thereof) as of the Original Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether if such Subsidiary is an Unrestricted Immaterial Subsidiary, a Foreign Holding Company or a Specified Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries and Inactive Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Original Closing Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Original Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Inactive Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Inactive Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of Irish Holdco Holdings and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco Holdings and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco Holdings and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco Holdings or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco Holdings or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Parent Entity and its Material Subsidiaries and each Borrower is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of Parent Entity on the Closing Effective Date, noting whether if such Subsidiary is a Material Subsidiary, whether such Specified Domestic Subsidiary is an Unrestricted or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Parent Entity and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstandingSubsidiaries. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Parent Entity or any Restricted Subsidiary, of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Parent Entity or another Material Restricted Subsidiary are were owned, beneficially and of record, by Irish Holdco the Parent Entity or such Material Restricted Subsidiary on the Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are were no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporated, as the case may be, and and, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and in (to the extent the concept is applicable in such jurisdiction) ), and is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification is required. Schedule 3.01 hereto of the Disclosure Letter (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable nonassessable (as such term is determined under applicable law) and all such shares and other equity interests indicated on Schedule 3.01 of the Disclosure Letter as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, except where the failure to so be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect), has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required, except where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material any Subsidiary free and clear of all Liens, Liens (other than Liens created under the Loan Documents and Liens permitted by Section 6.02). As of the Closing Date (and except pursuant to the Acquisition Agreement)Except as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies (a) each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether if such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding, and (b) each Existing Joint Venture. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, other than (i) pursuant to employee or director stock option plans of the Borrower and its Subsidiaries, and (ii) rights of participants in any Existing Joint Venture to acquire additional capital stock or other equity interests in such joint venture.

Organization; Powers; Subsidiaries. (a) Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the concept is or, if applicable in such jurisdiction, enjoys the equivalent status under the laws of any jurisdiction outside the United States) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. . (b) Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all LiensLiens (it being understood and agreed that the representation and warranty contained in this sentence shall cease to apply to any such shares or other equity interests to the extent such shares or other equity interests have been sold, transferred or otherwise disposed of by the Borrower or such Subsidiary to a non-affiliated third party in accordance with the terms of this Agreement following the Effective Date), other than Permitted Encumbrances and Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date Documents. (and except pursuant to the Acquisition Agreement), there c) There are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, other than options, warrants and rights issued to employees, officers, directors and agents in connection with stock-based compensation plans.

Organization; Powers; Subsidiaries. Each of Irish Holdco Parent and its Material Subsidiaries is duly organized or incorporatedorganized, as incorporated (in the case may be, of each Material Subsidiary incorporated under the laws of Ireland) and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco Parent and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is a Guarantor, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco Parent and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco Parent or another any Material Subsidiary are owned, beneficially and of record, by Irish Holdco Parent or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as expressly disclosed in the Reorganization Plan Documents.

Organization; Powers; Subsidiaries. (a) Each of Irish Holdco Holdings, the Borrowers and its Material their respective Restricted Subsidiaries is (i) duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted andand (iii) is qualified to do business in, and is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required; except in each case referred to in clauses (i) (other than with respect to the Borrowers and Holdings), (ii) or (iii), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and . (to the extent the concept is applicable in such jurisdictionb) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateDate and, noting whether if such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted SubsidiaryGuarantor, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco and the U.S. Borrower or the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by lawLaw), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the U.S. Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable nonassessable (as which term under the laws of the Netherlands should be interpreted to mean that a holder of a share will not by reason of merely being such term is determined under applicable lawa holder be subject to assessment or calls by the Subsidiary or its creditors for further payment on such share) and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco a Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco a Borrower or such Material any Subsidiary on the Closing Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of any Material Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% Inactive Subsidiaries) on the date of the Equity Interests thereof) as of the Closing DateOriginal Interim Loan Agreement, noting whether such Subsidiary is a Material Subsidiary, whether if such Subsidiary is an Unrestricted Immaterial Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries and Inactive Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary on the date of the Original Interim Loan Agreement, are owned, owned beneficially and of record, by Irish Holdco the Borrower or such Material a Subsidiary on the date of the Original Interim Loan Agreement free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to date of the Acquisition Original Interim Loan Agreement), there are no outstanding commitments or other obligations of the Borrower or any Material wholly-owned Subsidiary (other than Inactive Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material SubsidiarySubsidiary (other than Inactive Subsidiaries), except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Restricted Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Restricted Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary or a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there There are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco Guarantor and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, so could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification is requiredqualification. Schedule 3.01 7(a) hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Document Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Domestic Subsidiary is an Unrestricted Subsidiaryand/or a Material Subsidiary as of the Document Closing Date, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Parent Guarantor and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares as and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Lessee and each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 7(a) as owned by Irish Holdco the Parent Guarantor or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Parent Guarantor or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by pursuant to Section 6.029(b). As Except for Disclosed Matters or as set forth on Schedule 7(a), as of the Document Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of the Parent Guarantor, Lessee or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of Lessee or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is (a) duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and, and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there There are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, excluding (i) equity awards under employee or director compensation plans, (ii) shares subject to purchase under the Borrower’s employee stock purchase plan, (iii) shares issuable upon conversion of the Existing Convertible Notes, and (iv) shares issuable upon exercise of warrants issued by the Borrower in connection with the issuance of the Existing Convertible Notes.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporated, as the case may be, and and, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification is required. Schedule 3.01 hereto of the Disclosure Letter (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable nonassessable (as such term is determined under applicable law) and all such shares and other equity interests indicated on Schedule 3.01 of the Disclosure Letter as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco and its Material Subsidiaries The Borrower is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto to the Disclosure Letter identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law or shares held by nominees on behalf of the Borrower or any Subsidiary as required by law), a description of each class issued and outstanding. All As of the Effective Date, all of the outstanding shares of capital stock and other equity interests of each Material Domestic Subsidiary are validly issued and outstanding and fully paid and non-assessable nonassessable (as to the extent such term concepts exists and/or is determined under applicable lawapplicable) and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, Liens (other than Liens created under Permitted Encumbrances). Except as set forth in Schedule 3.01 to the Loan Documents and Liens permitted by Section 6.02. As Disclosure Letter, as of the Closing Effective Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any the Material Subsidiary Domestic Subsidiaries to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any such Material Domestic Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized incorporated or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in applies to such jurisdictionentity) in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto to the Disclosure Letter (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether if such Subsidiary is a Material Subsidiary, whether such Subsidiary that is an Unrestricted a Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of in its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of in its capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and beneficially, legally and/or of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, Liens other than Liens created under the Loan Documents and Liens permitted by Section 6.02Permitted Encumbrances. As of the Closing Date (and except pursuant Except as indicated on Schedule 3.01 to the Acquisition Agreement)Disclosure Letter, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of in its capital stock or other equity interests of the Borrower or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of Immaterial Subsidiaries) on the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Immaterial Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Immaterial Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of the Parent, Irish Holdco and its their respective Material Restricted Subsidiaries is duly organized or incorporatedorganized, as incorporated (in the case may beof the Parent, Irish Holdco, Irish Sub Holdco and Irish Sub Xxxxx) and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which the Parent, Irish Holdco and its their respective Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Parent, the Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by the Irish Holdco or another Material Restricted Subsidiary are owned, beneficially and of record, by the Parent, the Irish Holdco or such Material Restricted Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Arrangement Agreement), there are no outstanding commitments or other obligations of any Material Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Restricted Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material any Subsidiary free and clear of all Liens, Liens (it being understood and agreed that the representation and warranty contained in this sentence shall cease to apply to any such shares or other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant equity interests to the Acquisition Agreementextent such shares or other equity interests have been sold, transferred or otherwise disposed of by the Company or such Subsidiary to a non-affiliated third party in accordance with the terms of this Agreement following the Effective Date), there . There are no outstanding commitments or other obligations of the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) and, except as set forth on Schedule 3.01, in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary as of the Effective Date are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02Documents. As of the Closing Date (and Effective Date, except pursuant to the Acquisition Agreement)as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares Equity Interests of the Borrower or any Subsidiary. As of any class of capital stock date after the Effective Date, except as set forth on Schedule 3.01, there are no outstanding commitments or other equity interests obligations of any Material SubsidiarySubsidiary of the Borrower to issue, and no options, warrants or other rights of any Person to acquire, any Equity Interests of any Subsidiary of the Borrower.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Dormant Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents Pledge Agreements and Liens permitted by Section 6.02Permitted Encumbrances. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, other than in respect of stock option plans or other benefit plans for management, directors or employees of the Company and its Subsidiaries.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of Immaterial Subsidiaries) on the Equity Interests thereof) as of the Closing Restatement Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Restatement Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Restatement Effective Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Immaterial Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Immaterial Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereofImmaterial Subsidiaries) as of on the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Closing Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Immaterial Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Immaterial Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of Irish Holdco Guarantor and its Material Subsidiaries (i) is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, as applicable, (ii) has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification qualification, in any such clauses (i) (solely with respect to the good standing status of any such Subsidiary that is requirednot a Guarantor), (ii) (solely with respect to the power and authority of any such Subsidiary that is not a Guarantor) and (iii), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 7(a) hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Restatement Date, noting whether such Subsidiary is a Material Subsidiary, whether such Domestic Subsidiary is an Unrestricted Subsidiaryand/or a Material Subsidiary as of the Restatement Date, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Parent Guarantor and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares as and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Lessee and each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 7(a) as owned by Irish Holdco the Parent Guarantor or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Parent Guarantor or such Material any Subsidiary as of the Restatement Date free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition AgreementSection 9(b), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco the Borrower and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable nonassessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such any Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. (a) Each of Irish Holdco the Borrower and its Material Subsidiaries (i) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority to carry on its business as now conducted andand execute, deliver and perform its obligations under the Loan Documents to which it is a party and (ii), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (and, to the extent the concept is applicable in such jurisdiction) , is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification is required. qualification. (b) Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Domestic Subsidiary is an Unrestricted or Material Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares as and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. . (c) All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary Guarantor and each other Subsidiary pledged to the Administrative Agent are validly issued and outstanding and and, to the extent applicable, fully paid and non-assessable (nonassessable and, as such term is determined under applicable law) and of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by pursuant to Section 6.02. As . (d) Except as indicated on Schedule 3.01 hereto, as of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Loan Parties and its the Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, so could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification is requiredqualification. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Domestic Subsidiary is an Unrestricted Subsidiaryand/or a Material Subsidiary as of the Effective Date, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares as and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary Borrower and Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by pursuant to Section 6.02. As Except for Disclosed Matters or as set forth in Schedule 3.01, as of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of any Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Borrower or any Material Subsidiary. Each Subsidiary Borrower organized or incorporated under the laws of a European Union jurisdiction shall cause its centre of main interests (as that term is used in Article 3(1) of the Regulation) to be situated in such jurisdiction (or in any Eligible Foreign Jurisdiction) for the purposes of the Regulation, unless failure to do so could not reasonably be expected to have a material adverse effect on the rights of the Lenders or the Administrative Agent in any enforcement or insolvency proceedings relating to any Loan Document.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereofInactive Subsidiaries) as of on the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether if such Subsidiary is an Unrestricted Immaterial Subsidiary, a Foreign Holding Company or a Specified Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries and Inactive Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material a Subsidiary on the Closing Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of the Borrower or any Material wholly-owned Subsidiary (other than Inactive Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material SubsidiarySubsidiary (other than Inactive Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is requiredrequired except where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Restatement Effective Date each Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are as of the Restatement Effective Date owned, beneficially and of record, by Irish Holdco the Company or such Material Subsidiary free and clear of all Liens, other than Liens created under by the Loan Collateral Documents and Liens permitted by Section 6.02inchoate tax and ERISA Liens. As of the Closing Date (and except pursuant to the Acquisition Agreement), there There are no outstanding commitments or other obligations of the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco Parent and its Material Subsidiaries is duly organized or incorporatedorganized, as incorporated (in the case may be, of Parent and each Material Subsidiary incorporated under the laws of the Republic of Ireland) and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco Parent and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is a Guarantor, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco Parent and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco Parent or another any Material Subsidiary are owned, beneficially and of record, by Irish Holdco Parent or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries each Subsidiary Guarantor that is a Restricted Subsidiary is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) identifies, as of the Closing Datedate hereof, each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, whether such Material Foreign Subsidiary is and/or an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All As of the date hereof, all of the outstanding shares of capital stock and other equity interests of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and (except Liens permitted by under Section 6.02). As of the Closing Date (and except pursuant to the Acquisition Agreement)date hereof, there are no outstanding commitments or other obligations of the Borrower or any Material Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Restricted Subsidiary, in each case unless otherwise disclosed in the Form 10-K of the Borrower filed October 20, 2011.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of Immaterial Subsidiaries) on the Equity Interests thereof) as of the Closing Sixth Restatement Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Sixth Restatement Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Sixth Restatement Effective Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Immaterial Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Immaterial Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. (a) Each of Irish Holdco the Parent, the Borrower and its Material Restricted Subsidiaries is (i) duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted andand (iii) is qualified to do business in, and is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required; except in each case referred to in clauses (i) (other than with respect to the Borrower), (ii) or (iii), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and . (to the extent the concept is applicable in such jurisdictionb) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Second Restatement Effective Date, noting whether if such Subsidiary is a Material Subsidiary, whether such Specified Domestic Subsidiary is an Unrestricted or Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Borrower or any Restricted Subsidiary, of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Restricted Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Restricted Subsidiary on the Second Restatement Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Second Restatement Effective Date, there are no outstanding commitments or other obligations of any Material Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Restricted Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Restricted Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco the Borrower and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Restricted Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such any Material Restricted Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of any Material Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Restricted Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of Immaterial Subsidiaries) on the Equity Interests thereof) as of the Closing Restatement Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Restatement Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section ‎Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Restatement Effective Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Immaterial Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Immaterial Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Parent and its Material Subsidiaries is duly organized incorporated or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in applies to such jurisdictionentity) in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto to the Disclosure Letter identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether if such Subsidiary is a Material Subsidiary, whether such Subsidiary that is an Unrestricted a Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of in its capital stock or other equity interests owned by Irish Holdco the Parent and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of in its capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by Irish Holdco the Parent or another Material Subsidiary are owned, beneficially and beneficially, legally and/or of record, by Irish Holdco the Parent or such Material any Subsidiary free and clear of all Liens, Liens other than Liens created under Permitted Encumbrances. Except as indicated on Schedule 3.01 to the Loan Documents and Liens permitted by Section 6.02. As Disclosure Letter, as of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of in its capital stock or other equity interests of any Material Subsidiary. For the purposes of the Council of the European Union Regulations No. 1346/2000 on Insolvency Proceedings dated May 29, 2000 (as amended from time to time, the “Regulation”), the Dutch Borrower’s centre of main interests (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction. There is no works council with jurisdiction over the transaction as envisaged by any Loan Document to which the Dutch Borrower is a party and there is no obligation for the Dutch Borrower to establish a works council pursuant to the Dutch Works Council Act (Wet op de Ondernemingsraden).

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Restricted Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco the Borrower and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Restatement Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Restricted Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such any Material Restricted Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Restatement Effective Date, there are no outstanding commitments or other obligations of any Material Restricted Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Restricted Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco The Borrower and its Material Subsidiaries is are duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its their organization, has have all requisite power and authority to carry on its their business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted SubsidiaryBorrower, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Borrower and each Material Subsidiary of the Borrower are validly issued and outstanding and fully paid and non-assessable (nonassessable and, as such term is determined under applicable law) and of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the equity holders of the Borrower, the Borrower or another Material Subsidiary of the Borrower are owned, beneficially and of record, by Irish Holdco such equity holders of the Borrower, the Borrower or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to Initial Availability Date, each Subsidiary of the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material SubsidiaryBorrower is a Guarantor.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02Documents. As of the Closing Date (and except pursuant to the Acquisition Agreement), there There are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (excluding, solely for the purpose of this representation and warranty as made on and as of the Effective Date, Farnam and its subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether or not such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiaryor a Subsidiary Guarantor, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material Subsidiary free and clear of all Liens, . There are no outstanding commitments or other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As obligations of the Closing Date (Company to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company, except for pursuant to the Acquisition Agreement), there Company’s employee and non-employee benefit plans filed with the Securities and Exchange Commission. There are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material such Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies (a) each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether if such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstandingoutstanding and (b) each Existing Joint Venture. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens except (i) those created under the Loan Collateral Documents and (ii) Liens permitted by under Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, other than (i) pursuant to employee or director stock option plans of the Borrower and its Subsidiaries, and (ii) rights of participants in any Joint Venture to acquire additional capital stock or other equity interests in such joint venture.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 8A hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateDay, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 8A as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material any Subsidiary free and clear of all LiensLiens (it being understood and agreed that the representation and warranty contained in this sentence shall cease to apply to any such shares or other equity interests to the extent such shares or other equity interests have been sold, transferred or otherwise disposed of by the Company or such Subsidiary to a non-affiliated third party in accordance with the terms of this Agreement following the Closing Day). Other than pursuant to stock option equity or equity-based incentive plans or other than Liens created under benefit plans or retainer arrangements for directors, management or employees of the Loan Documents Company and Liens its Subsidiaries or as otherwise permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition this Agreement), there are no outstanding commitments or other obligations of the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco and its Material Subsidiaries is duly organized or incorporated, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries (other than Immaterial Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of Immaterial Subsidiaries) on the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests, to the extent owned by the Company or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 hereto as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material a Subsidiary on the Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section ‎Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Company or any Material wholly-owned Subsidiary (other than Immaterial Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material SubsidiarySubsidiary (other than Immaterial Subsidiaries), except as disclosed on Schedule 3.01 hereto.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto The schedule of Subsidiaries that the Borrower delivered in writing to the Administrative Agent on or prior to the Effective Date identifies each Material Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of Borrower on the Closing Datelatest balance sheet date described in Section 3.04(a), noting whether if such Subsidiary is a Material Subsidiary, whether such Specified Domestic Subsidiary is an Unrestricted or a Specified International Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstandingSubsidiaries. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on the schedule described in the preceding sentence as owned by Irish Holdco the Borrower or another Material Subsidiary are were owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary on the Effective Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Effective Date, there are were no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on the schedule of Subsidiaries that the Borrower delivered in writing to the Administrative Agent on or prior to the Effective Date.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Company and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Company or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Company or such Material any Subsidiary free and clear of all LiensLiens (it being understood and agreed that the representation and warranty contained in this sentence shall cease to apply to any such shares or other equity interests to the extent such shares or other equity interests have been sold, transferred or otherwise disposed of by the Company or such Subsidiary to a non-affiliated third party in accordance with the terms of this Agreement following the Effective Date). Other than pursuant to stock option equity or equity-based incentive plans or other than Liens created under benefit plans or retainer arrangements for directors, management or employees of the Loan Documents Company and Liens its Subsidiaries or as otherwise permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition this Agreement), there are no outstanding commitments or other obligations of the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrowers and its Material their Restricted Subsidiaries is duly organized or incorporatedformed, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Loan Party, Restricted Subsidiary, whether such Unrestricted Subsidiary, Immaterial Subsidiary is an Unrestricted or Excluded Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrowers and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrowers or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrowers or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted Documents. Except as contemplated by Section 6.02. As the terms of the Closing Date (and except pursuant to Existing Convertible Notes as in effect on the Acquisition Agreement)Effective Date, there are no outstanding commitments or other obligations of the Borrowers or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrowers or any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereofInactive Subsidiaries) as of on the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether if such Subsidiary is an Unrestricted Immaterial Subsidiary, a Foreign Holding Company or a Specified Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries and Inactive Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material a Subsidiary on the Closing Date free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Date, there are no outstanding commitments or other obligations of the Borrower or any Material wholly-owned Subsidiary (other than Inactive Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material SubsidiarySubsidiary (other than Inactive Subsidiaries), except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. Each of Irish Holdco Guarantor and its Material Subsidiaries (i) is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organizationorganization or incorporation, as applicable, (ii) has all requisite organizational power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iii) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification qualification, in any such clauses (i) (solely with respect to the good standing status of any such Subsidiary that is requirednot a Guarantor), (ii) (solely with respect to the power and authority of any such Subsidiary that is not a Guarantor) and (iii) above, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 7(a) hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Restatement Date, noting whether such Subsidiary is a Material Subsidiary, whether such Domestic Subsidiary is an Unrestricted Subsidiaryand/or a Material Subsidiary as of the Restatement Date, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Parent Guarantor and the other Subsidiaries and, if such percentage is not 100% (excluding (x) directors’ qualifying shares as and (y) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Lessee and each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 7(a) as owned by Irish Holdco the Parent Guarantor or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Parent Guarantor or such Material any Subsidiary as of the Restatement Date free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition AgreementSection 9(b), there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary Guarantor and each First-Tier Foreign Subsidiary pledged to the Collateral Agent are validly issued and outstanding and fully paid and non-assessable (nonassessable and, as such term is determined under applicable law) and of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material a Subsidiary Guarantor are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary Guarantor, as the case may be, free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02Documents. As of the Closing Date (and Effective Date, except pursuant to the Acquisition Agreement)as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary. None of the Dormant Subsidiaries conducts any business activities or has any material assets.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) is duly organized or incorporatedorganized, as the case may be, and validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent the such concept is applicable in such jurisdictionapplicable) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect Inactive Subsidiaries) on the date of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Datethis Agreement, noting whether such Subsidiary is a Material Subsidiary, whether if such Subsidiary is an Unrestricted Immaterial Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests interests, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary (other than Immaterial Subsidiaries and Inactive Subsidiaries) are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary on the date of this Agreement are owned, beneficially and of record, by Irish Holdco the Borrower or such Material a Subsidiary on the date of this Agreement free and clear of all Liens, other than Liens created permitted under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition date of this Agreement), there are no outstanding commitments or other obligations of the Borrower or any Material wholly-owned Subsidiary (other than Inactive Subsidiaries) to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material SubsidiarySubsidiary (other than Inactive Subsidiaries), except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. Each of Irish Holdco Parent and its Material Subsidiaries is duly organized or incorporatedorganized, as incorporated (in the case may be, of Parent and each Material Subsidiary incorporated under the laws of the Republic of Ireland) and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco Parent and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing Restatement Effective Date, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is a Guarantor, whether such Subsidiary is an Unrestricted Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco Parent and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) and all such shares and other equity interests owned by Irish Holdco Parent or another any Material Subsidiary are owned, beneficially and of record, by Irish Holdco Parent or such Material Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement)Restatement Effective Date, there are no outstanding commitments or other obligations of any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. Each of Irish Holdco the Borrower and its Material Subsidiaries is duly organized or incorporatedorganized, as the case may be, and validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is requiredthe failure to be so qualified could reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary (other than Subsidiaries in respect of which Irish Holdco and its Subsidiaries own less than 50% of the Equity Interests thereof) as of the Closing DateSubsidiary, noting whether such Subsidiary is a Material Subsidiary, whether such Subsidiary is an Unrestricted Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Irish Holdco the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and non-assessable (as such term is determined under applicable law) nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by Irish Holdco the Borrower or another Material Subsidiary are owned, beneficially and of record, by Irish Holdco the Borrower or such Material any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted by Section 6.02. As of the Closing Date (and except pursuant to the Acquisition Agreement), there There are no outstanding commitments or other obligations of the Borrower or any Material Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary.