Common use of Affected Parties Clause in Contracts

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇AMGEN INC. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 14, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ F▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1November 9, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: Name: /s/ F▇▇▇ ▇▇▇▇▇▇▇▇ F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: By: Name: /s/ ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: Name: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1November 9, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: MYLAN INC. By: /s/ E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, INCORPORATED Solely in its capacity as Agent hereunder By: Name: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1September 9, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2015 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL By: /s/ F▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1November 15, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ EM▇▇▇▇▇▇ L▇▇▇▇ FINANCIAL MARKETS, INC. By: /s/ F▇▇▇ ▇▇▇▇▇▇▇▇ Name: E▇▇F▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory Confirmed as of the date first above written: MORGANS HOTEL GROUP CO. By: /s/ M▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Investment Officer & Executive Vice President of Capital Markets Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇LYNCH, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, INCORPORATED Solely in its capacity as Agent hereunder By: /s/ BA▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. Morgans Hotel Group Co. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ InternationalFinancial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1October 11, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TitleINTERNATIONAL By: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Confirmed as of the date first above written: ICONIX BRAND GROUP, PINC. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Chairman, President and CEO Acknowledged and agreed as to matters to the Agent: ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, INCORPORATED Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Iconix Brand Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as amended and restated as of March 1June 18, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory F▇▇▇ ▇▇▇▇▇▇▇▇ Name: Title: F▇▇▇ ▇▇▇▇▇▇▇▇ Confirmed as of the date first above written: By: /s/ E▇K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Operating Officer, Chief Financial Officer and Secretary Acknowledged and agreed as to matters to the Agent: M▇Solely in its capacity as Agent hereunder By: /s/ R▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & SName: R▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories New River Pharmaceuticals Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1July 19, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Title: Authorized Signatory Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer VP/CFO Acknowledged and agreed as to matters relating to the Agent: MBy: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories The Pantry, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as Buyer)ML, dated as of March 1November 21, 2007 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: DICK'S SPORTING GOODS, INC. By: /s/ E▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ Title: Vice President Amended and Restated EXHIBIT A GUARANTEE OF ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“"ML & Co.”"), hereby unconditionally guarantees to Mylan Laboratories Dick's Sporting Goods, Inc. (the “"Company”"), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“"ML”"), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer)ML, dated as of March 1February 11, 2007 2004 and amended and restated as of February 13, 2004 (the “"Confirmation”"), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s 's obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our the agreement between Party B and MLI by executing the copy of this Confirmation enclosed for that purpose and returning it to usthe Agent by facsimile transmission (Telecopier No. Very truly yours, By: /s/ Authorized Signatory Name: Title: (▇▇▇) ▇▇▇-▇▇▇▇). Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: MW▇▇▇▇▇▇ ▇▇▇▇▇, P▇ Name: W▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Specialist and Authorized Signatory Acknowledged and agreed as to matters relating to the Agent: By: /s/ F▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President and Authorized Signatory By: /s/ J▇▇▇ ▇▇▇▇▇▇▇▇, III Name: J▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ Title: Executive Vice President, General Counsel and Secretary FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Affiliated Managers Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Forward Stock Purchase Transaction between the Company and ML (ML as BuyerSeller), dated as of March 1October 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory F▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Confirmed as of the date first above written: By: /s/ E▇▇▇R▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇R▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer VP—Treasurer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇▇▇ Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Anixter International Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1February 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. This Guarantee shall be one of payment and not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML guaranteed hereunder shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ---------------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: DICK'S SPORTING GOODS, INC. By: /s/ E▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------------- Name: ▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Executive Vice President, Chief Financial Officer and Secretary Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ---------------------------------- Name: ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ Title: Vice President Amended and Restated EXHIBIT A GUARANTEE OF ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“"ML & Co.”"), hereby unconditionally guarantees to Mylan Laboratories Dick's Sporting Goods, Inc. (the “"Company”"), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“"ML”"), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as Buyer)ML, dated as of March 1February 11, 2007 2004 and amended and restated as of February 13, 2004 (the “"Confirmation”"), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s 's obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL By: /s/ Authorized Signatory F▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Confirmed as of the date first above written: By: /s/ E▇▇▇R▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇R▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer VP — Treasurer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇▇▇ Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Anixter International Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. This Guarantee shall be one of payment and not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML guaranteed hereunder shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇AMGEN INC. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Convertible Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1February 14, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Title: Title Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and Chief Financial Operating Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Chattem, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1November 16, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. [Signatures follow on separate page] Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ TitleINTERNATIONAL By: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Confirmed as of the date first above written: ICONIX BRAND GROUP, PINC. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Chairman, President and CEO Acknowledged and agreed as to matters to the Agent: ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Iconix Brand Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated amended and restated as of March 1June 18, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. 1 Requires review of Note Indenture 2 Requires review of Purchase Agreement Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MERRILL L▇▇▇▇ ▇▇T▇▇▇▇▇IONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: CYBERONICS, INC. By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇ ▇MERRILL L▇▇▇▇, P▇▇▇▇▇IERCE, F▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATEDINC▇▇▇▇▇ATED, Solely solely in its capacity as Agent hereunder By▇▇: /s/ BName: Title: EXHIBIT A GUARANTEE OF MERRILL L▇▇▇▇ & C▇., ▇▇▇▇▇▇ Name: Title: NC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ MERRILL L▇▇▇▇ & COC▇., INC▇NC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Cyberonics, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by MMerrill L▇▇▇▇ ▇▇t▇▇▇▇▇▇ L▇▇▇▇ Internationalional, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1[September 21], 2007 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MML merges ▇▇ ▇▇▇▇▇▇ or consolidates lidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationthis Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, ▇▇▇▇▇▇▇ ▇▇▇▇▇ FINANCIAL MARKETS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: AAR CORP. By: /s/ E▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer President & COO Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Solely in its capacity as Agent hereunder By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇ Name: ▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. AAR Corp. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ InternationalFinancial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 5, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2016 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ BName: Title: To: Openwave Systems Inc. (“Counterparty”) From: ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (“MLI”) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Centre ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and MLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: Name: Title: Confirmed as of the date first above written: By: Name: Title: Acknowledged and agreed as to matters relating to the Agent: By: Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“MLMLI”), under the terms of the Master Confirmation of OTC Warrant Transaction VWAP Minus between the Company and ML (ML as Buyer)MLI, dated as of March 1January 30, 2007 (with the Supplemental Confirmations thereto, the “ConfirmationAgreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the ConfirmationAgreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the ConfirmationAgreement. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLMLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLMLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the ConfirmationAgreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML MLI under the Confirmation arising before or after Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the ConfirmationAgreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Senior Vice President Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Level 3 Communications, Inc. (the “Company”), the due and punctual payment in full of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1December 2, 2007 2004 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination termination, designation of an Early Termination Event or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is invalidated, rescinded or must otherwise be returned by the Company as a result of being declared fraudulent or preferential or upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; change of time, manner or place of payment or any other term of any payment due under the Confirmation; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives set-offs; counterclaims; diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to immediately upon its termsexecution.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Title: Authorized Signatory Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer VP/CFO Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories The Pantry, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as Buyer)ML, dated as of March 1November 16, 2007 2005 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose signing and returning it to usthis Confirmation. Very truly yoursYours faithfully, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Confirmed as of the date first written above: THE PANTRY, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories The Pantry, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Confirmation, dated October 13, 2004, between the Company and ML (ML as Buyer)ML, dated as of March 1, 2007 (the “ConfirmationAgreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the ConfirmationAgreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the ConfirmationAgreement. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the ConfirmationAgreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the ConfirmationAgreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Amgen, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1February 14, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, MERRIL▇ ▇▇▇▇▇ ▇▇▇▇▇NATIONAL By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: CYBERONICS, INC. By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇MERRIL▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇ER & ▇▇▇TH ▇▇▇▇▇PORATED, solely in its capacity as Agent hereunder Name: Title: EXHIBIT A GUARANTEE OF MERRIL▇ ▇▇▇▇▇ & S▇▇▇▇ INCORPORATED., Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇MERRIL▇ ▇▇▇▇▇ L& ▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Cyberonics, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by MMerril▇ ▇▇▇▇▇ ▇▇▇▇▇▇ L▇▇▇▇ Internationalnational, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer)ML, dated as of March 1[September 21, 2007 2005] (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MML mer▇▇▇ ▇▇ ▇▇▇▇▇▇ or consolidates nsolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationthis Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder INTERNATIONAL By: /s/ B▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Confirmed as of the date first above written: MYLAN INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Acknowledged and agreed as to matters to the Agent: ▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Solely in its capacity as Agent hereunder By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: V.P FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1September 9, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2015 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy company of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL By: /s/ Authorized Signatory R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President Structured Products Documentation Confirmed as of the date first above written: TEKTRONIX, INC. By: /s/ E▇J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Senior Vice President, General Counsel, and Secretary Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇L▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATEDINCORPORATE, Solely in its capacity as Agent hereunder By: /s/ BA▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ Title: Derivatives Documentation FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Tektronix, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated amended and restated as of March 1June 29, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL By: /s/ F▇▇▇ ▇▇▇▇▇▇▇▇ Name: F▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: By: Name: /s/ ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ER▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Executive Vice President, General Counsel and Secretary Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇ L▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. General Cable Corporation (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇ L▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1November 15, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Senior Vice President Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Level 3 Communications, Inc. (the “Company”), the due and punctual payment in full of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1December 2, 2007 2004 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination termination, designation of an Early Termination Date or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded rescinded, invalidated or must otherwise be returned by the Company as a result of being declared fraudulent or preferential or upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; change of time, manner or place of payment or any other term of any payment due under the Confirmation; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives set-offs; counterclaims; diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to immediately upon its termsexecution.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, ▇▇▇▇▇▇▇ ▇▇▇▇▇ FINANCIAL MARKETS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Name: Title: Confirmed as of the date first above written: AAR CORP. By: /s/ E▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer President & COO Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Solely in its capacity as Agent hereunder By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇ Name: ▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: Authorized Signatory FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Inc. AAR Corp. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ InternationalFinancial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of OTC Warrant Transaction Convertible Note Hedge between the Company and ML (ML as BuyerSeller), dated as of March 1February 5, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2014 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇. ▇▇Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer S.V.P. / C.F.O. Acknowledged and agreed as to matters relating to the Agent: M▇▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇▇, F▇▇▇▇▇▇ & S▇▇▇▇▇ INCORPORATED, Solely solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: To: Franklin Resources, Inc. (“Counterparty”) Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ From: ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (“MLI”) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Centre ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC ASAP Minus (VWAP Pricing) between Counterparty and MLI, dated as of March 13, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: March 13, 2007 Initial Share Price: USD $116.14 Valuation Date: *******, 2007 First Acceleration Date: *******, 2007 Number of Shares: 4,000,000 Aggregate Adjustment Amount: ******* Ordinary Dividend Amount: USD $******* Scheduled Dividend Dates: ********************* Settlement Price Adjustment Amount: ******* basis points multiplied by ******* Valuation Period: Notwithstanding the definition of Valuation Period in the Master Confirmation dated March 13, 2007, the following definition shall apply to this Transaction: “For each Transaction, each Scheduled Trading Day from and including the third Business Day after the Trade Date to and including the Valuation Date; provided, that with respect to each Suspension Event (if any) affecting such Scheduled Trading Days, MLI may, by written notice to Counterparty (which notice shall not specify the reason for MLI’s election to suspend the Valuation Period), exclude the Scheduled Trading Day(s) on which such Suspension Event has occurred (such days, “Suspension Event Days”) and extend the last possible Valuation Date by the total number of such Suspension Event Days; provided, further, that notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Days in the Valuation Period are Disrupted Days, the Calculation Agent may exclude such Disrupted Days and extend the last possible Valuation Date by the number of such Disrupted Days (in addition to any Suspension Event Days, without duplication). Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory Confirmed as of the date first above written: By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: S.V.P. / C.F.O. Acknowledged and agreed as to matters relating to the Agent: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, solely in its capacity as Agent hereunder By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Franklin Resources, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“MLMLI”), under the terms of the Master Confirmation of OTC Warrant Transaction ASAP Minus (VWAP Pricing) between the Company and ML (ML as Buyer)MLI, dated as of March 113, 2007 (with the Supplemental Confirmations thereto, the “ConfirmationAgreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the ConfirmationAgreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the ConfirmationAgreement. This Guarantee shall continue to be effective if M▇ ▇▇▇▇▇▇ MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLMLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLMLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the ConfirmationAgreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML MLI under the Confirmation arising before or after Agreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the ConfirmationAgreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. [Signatures follow on separate page] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Very truly yours, By: /s/ Authorized Signatory ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Title: Confirmed as of the date first above written: By: /s/ E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President and Chief Financial Operating Officer Acknowledged and agreed as to matters to the Agent: M▇▇▇▇▇▇ ▇▇▇▇▇, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED, Solely in its capacity as Agent hereunder By: /s/ B▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title: FOR VALUE RECEIVED, receipt of which is hereby acknowledged, M▇▇▇▇▇▇▇ L▇▇▇▇▇ & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Mylan Laboratories Chattem, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by M▇▇▇▇▇▇▇ L▇▇▇▇▇ International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of OTC Warrant Transaction between the Company and ML (ML as Buyer), dated as of March 1November 16, 2007 2006 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if M▇▇ ▇▇▇▇▇▇ or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation arising before or after such terminationConfirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.