Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. The Company and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective 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, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company on or as of a date no earlier than five Business Days prior to the Closing Date. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by Mylan or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of Parent and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of Parent on the Company on Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of a date no earlier than five Business Days prior to issued and outstanding shares of its capital stock or other equity interests owned by Parent and the Closing Dateother Subsidiaries. All of the outstanding shares of capital stock and other equity interests on the Closing Dateinterests, to the extent owned by Mylan Parent or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are indicated on Schedule 3.01 as owned by Parent or another Subsidiary were owned, beneficially and of record, by Mylan Parent or such other any Subsidiary on the Closing Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are were no outstanding commitments or other obligations of Mylan Parent or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Borrower, the Parent and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective 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, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company Parent on or as of a date no earlier than five Business Days prior to the Closing Date. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan the Parent or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by Mylan the Parent or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan the Parent or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan the Parent or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Domestic Subsidiary Guarantor or Canadian 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such the concept is applicable in the relevant such jurisdiction) in good standing under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are in good standing (to the extent such the concept is applicableapplicable 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, noting whether such Subsidiary is a Subsidiary Guarantor, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, except as provided in Schedule 3.01, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and, except as set forth on Schedule 3.01 solely for the period commencing on the Effective Date to and including June 30, 2010 (or such later date as the Administrative Agent may determine in its reasonable discretion), in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary as of the Company on Effective Date, noting whether such Subsidiary is a Material 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 Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to the Closing Datedescription of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary as of the Effective Date are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Effective Date, except as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares Equity Interests of the Borrower or any Subsidiary. As of any class of capital stock or other equity interests of any Material Subsidiarydate after the Effective Date, except as disclosed set forth on Schedule 3.01, there are no outstanding commitments or other obligations of any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. As of the date hereof, Schedule 3.01 hereto identifies each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary as of the date hereof are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPledge Agreements. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Partnership and its Material Subsidiaries are (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have (b) has all requisite power and authority to (i) carry on their respective its business as now conducted andand (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and to consummate the transactions contemplated thereby and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where in each case referred to in clause (b)(i) or (c), to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary identifies, as of the Company on Effective Date, each Subsidiary, noting whether such Subsidiary is an Excluded Subsidiary, a Borrower or 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 Equity Interests owned by the Partnership and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to the Closing Datedescription of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 as owned by the Partnership or another Subsidiary are owned, beneficially and of record, by Mylan the Partnership or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Effective Date, except as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Partnership or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares Equity Interests of the Partnership or any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organizedorganized or formed, validly existing and and, except to the extent otherwise disclosed to the Administrative Agent in writing prior to the Signing Date, in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicableapplicable in the relevant jurisdiction) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (in each case, after giving effect to the consummation of the Company on Cabinets Business Transfers and the Spin-Off), noting whether such Subsidiary is 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 Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to the Closing Datedescription of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and (to the extent applicable under governing law) nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens created under the Loan Documents or permitted under pursuant to Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders6.02(i). As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock Equity Interests of the Borrower or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other . Other than Liens permitted under Section 6.02; provided that any untruth, misstatement pursuant to employee compensation plans or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Dateconnection with Permitted Acquisitions, there are no outstanding commitments or other obligations of Mylan the Company or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Borrower and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective 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, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company Borrower on or as of a date no earlier than five Business Days prior to the Closing Date. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by Mylan the Borrower or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan the Borrower or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) 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 as of the Original 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 owned by the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are as of the Original Effective Date owned, beneficially and of record, by Mylan the Company or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of created by the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersCollateral Documents and inchoate tax and ERISA Liens. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01pursuant to compensation plans of the Company and such Subsidiaries.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (as supplemented as of the Amendment No. 1 Closing Date and further supplemented from time to time) identifies (a) each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding, and (b) each Existing Joint Venture. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens except (i) those created under the Collateral Documents and (ii) Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date.. Except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01other than (i) pursuant to employee or director stock option plans of the Company 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its incorporation or organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary identifies, as of the Company on Effective Date, each Subsidiary, noting whether such Subsidiary is an Immaterial Subsidiary or an 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 the Borrower and its Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to the Closing Datedescription of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary (i) are validly issued and outstanding and fully paid and nonassessable and (if applicableii) and all such shares and other equity interests owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Effective Date, except as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required, in each case to the extent that the concept of good standing or qualification to do business is applicable in any such jurisdiction. Schedule 3.01 hereto identifies each Subsidiary as of the Company on date of this Agreement, noting 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 Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to the Closing Datedescription of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens created or permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests Equity Interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time without the consent or approval of the Lenders or the Administrative Agent) identifies each Subsidiary, noting whether such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicableto the extent such concepts are applicable in the relevant jurisdiction) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation Loan Documents. Except as set forth in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing DateSchedule 3.01, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary on the Effective Date, if such Subsidiary is a Specified Domestic Subsidiary 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Dateinterests, to the extent owned by Mylan the Company or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company on or as of a date no earlier than five Business Days prior to the Closing Date, if such Subsidiary is a Material 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 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 on the Closing Dateinterests, to the extent owned by Mylan the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation Pledge Agreements. Except as set forth in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing DateSchedule 3.01, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are the other Loan Parties is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto to the Disclosure Letter identifies each Subsidiary as of the Company Effective Date, noting whether such Subsidiary is a Material 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 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 a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPledge Agreements. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPledge Agreements. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other . Other than Liens permitted under Section 6.02; provided that any untruth, misstatement pursuant to employee compensation plans or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Dateconnection with Permitted Acquisitions, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are each Subsidiary (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have (b) has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required, in each case to the extent that the concept of good standing or qualification to do business is applicable in any such jurisdiction. Schedule 3.01 hereto identifies each Subsidiary as of the Company on Effective Date (after the consummation of the Acquisition), noting 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 Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to description of each class issued and outstanding. As of the Closing Effective Date. All , all of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens created or permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests Equity Interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are Subsidiaries, except as contemplated by Schedule 5.09(c), is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company on or as of a date no earlier than five Business Days prior to the Closing Date, if such Subsidiary is a Material Subsidiary 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 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 on the Closing Dateinterests, to the extent owned by Mylan the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary as of the Company on Effective Date, noting whether such Subsidiary is a Material 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 Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a date no earlier than five Business Days prior to the Closing Datedescription of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary as of the Effective Date are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents and Permitted Encumbrances. As of the Closing Effective Date, except as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares Equity Interests of the Borrower or any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Dateinterests, to the extent owned by Mylan the Company or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite organizational power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, Liens other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPermitted Encumbrances. As of the Closing DateExcept as specified on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 (as supplemented from time to time but, in the case of any Subsidiary, as permitted by Section 6.09) as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens created under the Loan Documents. Except as set forth in Schedule 3.01 (as supplemented from time to time but, in the case of any Subsidiary, as permitted under by Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date6.09), there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.. 57

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are the other Loan Parties is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto to the Disclosure Letter identifies each Subsidiary as of the Company Effective Date, noting whether such Subsidiary is a Material 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 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 a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersCollateral Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company and Each of Holdings, the Borrower, its Material Subsidiaries are and the other Loan Parties is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective its business as now conducted and, except where the failure to do so, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Restricted Subsidiary, noting whether such Restricted Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Holdings, the Borrower and the other Restricted Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Restricted Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by Holdings, the Borrower or another Restricted Subsidiary are owned, beneficially and of record, by Mylan Holdings, the Borrower or such other any Restricted Subsidiary on the Closing Date free and clear of all Liens, other than Liens created under the Loan Documents and Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of Parent and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of Parent on the Company on Restatement Effective Date, if such Subsidiary is a Specified Domestic Subsidiary or a Specified Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of a date no earlier than five Business Days prior to issued and outstanding shares of its capital stock or other equity interests owned by Parent and the Closing Dateother Subsidiaries. All of the outstanding shares of capital stock and other equity interests on the Closing Dateinterests, to the extent owned by Mylan Parent or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are indicated on Schedule 3.01 as owned by Parent or another Subsidiary were owned, beneficially and of record, by Mylan Parent or such other any Subsidiary on the Closing Restatement Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Restatement Effective Date, there are were no outstanding commitments or other obligations of Mylan Parent or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Borrower and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective 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, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company Borrower on or as of a date no earlier than five Business Days prior to the Closing Effective Date. All of the outstanding shares of capital stock and other equity interests on the Closing Effective Date, to the extent owned by Mylan the Borrower or any Subsidiary, of each Guarantor and each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by Mylan the Borrower or such other Subsidiary on the Closing Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan the Borrower or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time without the consent or approval of the Lenders or the Administrative Agent) identifies each Subsidiary, noting whether such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicableto the extent such concepts are applicable in the relevant jurisdiction) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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.Loan

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. As of the date hereof, Schedule 3.01 hereto identifies each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary as of the date hereof are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is 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 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; provided, that between the Effective Date and the first delivery of a certificate pursuant to Section 5.01(c), Schedule 3.01 hereto shall only identify Subsidiaries of the Company on or as of a date no earlier than five Business Days prior to the Closing DateMarch 31, 2015 as specified above. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, Liens other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPermitted Encumbrances. As of the Closing DateExcept as specified on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are the other Loan Parties is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto to the Disclosure Letter identifies each Subsidiary as of the Company Effective Date, noting whether such Subsidiary is a Material 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 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 a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPledge Agreements. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organizedorganized or formed, validly existing and and, except to the extent otherwise disclosed to the Administrative Agent in writing prior to the Closing Date, in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicableapplicable in the relevant jurisdiction) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary , noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the Company on or case may be, the percentage of issued and outstanding shares of each class of its Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and (to the extent applicable under governing law) nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens created under the Loan Documents or permitted under pursuant to Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders6.02(v). As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock Equity Interests of the Borrower or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Borrower and its Material Subsidiaries are duly organizedorganized or incorporated (as applicable), validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organizationorganization or incorporation, have all requisite power and authority to carry on their respective 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, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company Borrower on or as of a date no earlier than five Business Days prior to the Closing Effective Date. All of the outstanding shares of capital stock and other equity interests on the Closing Effective Date, to the extent owned by Mylan the Borrower or any Subsidiary, of each Guarantor and each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by Mylan the Borrower or such other Subsidiary on the Closing Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan the Borrower or any Subsidiary 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite organizational power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Subsidiary and/or a Material First-Tier Foreign 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares and other nominal shares, in each case as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable non-assessable (if applicableto the extent that such concept is applicable in the relevant jurisdiction) and all such shares and other equity interests indicated on Schedule 3.01 as of the Effective Date as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Company or any Material Subsidiary, except pursuant to the Company’s Rights Agreement as disclosed in effect on Schedule 3.01the Effective Date. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such the concept is applicable in the relevant such jurisdiction) in good standing under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are in good standing (to the extent such the concept is applicableapplicable 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 Borrower and its Subsidiaries own less than 50% of the Company on or Equity Interests thereof) as of the Effective Date, noting whether such Subsidiary is a date no earlier than five Business Days prior to Material Subsidiary, the Closing Datejurisdiction 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 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 on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, if such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such the concept is applicable in the relevant such jurisdiction) in good standing under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are in good standing (to the extent such the concept is applicableapplicable in such jurisdiction) is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary of the Company on or as of a date no earlier than five Business Days prior to the Closing Date, noting whether such Subsidiary is a Material 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 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 on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, whether or not such Subsidiary is a Material Subsidiary or 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the 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 Company’s employee and non-employee benefit plans filed with the SEC. There are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of any Material such Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary on the Effective Date, if such Subsidiary is a Specified Domestic Subsidiary 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Dateinterests, to the extent owned by Mylan the Company or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are indicated on Schedule 3.01 as owned by the Company or another Subsidiary were owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are were no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of the Parent and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 3.01A hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or organization, as the Company on 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 and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01A as owned by the Parent or another Subsidiary are owned, beneficially and of record, by Mylan the Parent or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing DateExcept as described on Schedule 3.01B hereto, there are no outstanding commitments or other obligations of Mylan the Parent or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Parent or any Material Subsidiary, except . The Parent and each Subsidiary Borrower incorporated in a European Union jurisdiction represents and warrants to the Lenders that its centre of main interest (as disclosed on Schedule 3.01that term is used in Article 3(1) of the Insolvency Regulation) is in its jurisdiction of incorporation and it has no establishment (as that term is used in Article 2(h) of the Insolvency Regulation) in any other jurisdiction.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary (as supplemented as of the Amendment No. 1 Closing Date and further supplemented from time to time) identifies (a) each Subsidiary, if such Subsidiary is a Material 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 Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding and (b) each Existing Joint Venture. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens except (i) those created under the Collateral Documents and (ii) Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing DateExcept as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01other than (i) pursuant to employee or director stock option plans of the Company 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. The Company Each of the Borrower and its Material Subsidiaries are is duly incorporated or organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdictionapplies to such entity) under the laws of the jurisdiction of its incorporation or organization, have as the case may be, has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) 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, if such Subsidiary is a Material Subsidiary that is a Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class in its capital or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of in its capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the Borrower or another Subsidiary are owned, beneficially and beneficially, legally and/or of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, Liens other than Liens permitted under Section 6.02; provided that any untruthPermitted Encumbrances. Except as indicated on Schedule 3.01 to the Disclosure Letter, misstatement or inaccuracy as of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of in its capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersLoan Documents. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of the Company or any Material Subsidiary, except as disclosed on Schedule 3.01.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are is duly organizedorganized or formed, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. As of the Effective Date (and, upon the occurrence of the Joinder Date, as of the Joinder Date), Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the Company on case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as of the Effective Date (and, upon the occurrence of the Joinder Date, as of the Joinder Date), as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, Loan Documents and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01Permitted Liens.

Organization; Powers; Subsidiaries. The Each of the Company and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary on the Effective Date, if such Subsidiary is 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 the Company on or and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Dateinterests, to the extent owned by Mylan the Company or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by Mylan the Company or such other any Subsidiary on the Closing Effective Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Effective Date, there are no outstanding out- standing commitments or other obligations of Mylan the Company or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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. The Company Each of Holdings and its Material Subsidiaries are is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented pursuant to Section 5.01(c) or the Consent and Agreement, as applicable) identifies each Subsidiary (a) as of the Company on Restatement Effective Date, each Domestic Subsidiary and First Tier Foreign Subsidiary, noting whether (in the case of Domestic Subsidiaries) such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of a date no earlier than five Business Days prior to the Closing Date. All of the issued and outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by Mylan or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of Mylan or any Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary to acquire, any shares of any class of its capital stock or other equity interests owned by Holdings, the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of any Material Subsidiaryeach class issued and outstanding and (b) as of each date of delivery of each Compliance Certificate pursuant to Section 5.01(c) after the Restatement Effective Date, except each Subsidiary Guarantor, the jurisdiction of its incorporation or organization, as disclosed on Schedule 3.01the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by Holdings, 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.

Organization; Powers; Subsidiaries. The Company Each of the Borrower and its Material Subsidiaries are the other Loan Parties is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have has all requisite power and authority to carry on their respective 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, are is qualified to do business in, and are is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto to the Disclosure Letter identifies each Subsidiary as of the Company Original Effective Date, noting whether such Subsidiary is a Material 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 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 a date no earlier than five Business Days prior to the Closing Dateeach class issued and outstanding. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by Mylan or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by Mylan the Borrower or such other any Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted created under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the LendersPledge Agreements. As of the Closing Date, there There are no outstanding commitments or other obligations of Mylan or any Material Subsidiary to issue, and no options, warrants or other rights of any Person other than Mylan or any Subsidiary 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.