MYLAN INC. (Form: 10-Q, Received: 04/27/2012 06:21:51)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-9114

MYLAN INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

25-1211621

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1500 Corporate Drive, Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(724) 514-1800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class of Common Stock		Outstanding at April 19, 2012
$0.50 par value		428,646,326

MYLAN INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

For the Quarterly Period Ended

March 31, 2012


		Page
PART I — FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations — Three Months Ended March 31, 2012 and 2011		3
	Condensed Consolidated Statements of Comprehensive Earnings — Three Months Ended March 31, 2012 and 2011		4
	Condensed Consolidated Balance Sheets — March 31, 2012 and December 31, 2011		5
	Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2012 and 2011		6

	Notes to Condensed Consolidated Financial Statements		7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		42

ITEM 4.	Controls and Procedures		42

PART II — OTHER INFORMATION

ITEM 1.	Legal Proceedings		43

ITEM 1A.	Risk Factors		43

ITEM 6.	Exhibits		64

SIGNATURES			68

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)


	Three Months Ended March 31,
	2012			2011
Revenues:
Net revenues	$	1,573,075		$	1,436,510
Other revenues		19,333			12,448

Total revenues		1,592,408			1,448,958
Cost of sales		926,135			858,012

Gross profit		666,273			590,946

Operating expenses:
Research and development		80,959			75,310
Selling, general and administrative		336,769			279,995
Litigation settlements, net		2,173			23,966

Total operating expenses		419,901			379,271

Earnings from operations		246,372			211,675
Interest expense		82,409			84,410
Other (expense) income, net		(5,692	)		3,251

Earnings before income taxes and noncontrolling interest		158,271			130,516
Income tax provision		28,844			25,971

Net earnings		129,427			104,545
Net earnings attributable to the noncontrolling interest		(348	)		(370	)

Net earnings attributable to Mylan Inc. common shareholders	$	129,079		$	104,175

Earnings per common share attributable to Mylan Inc. common shareholders:
Basic	$	0.30		$	0.24

Diluted	$	0.30		$	0.23

Weighted average common shares outstanding:
Basic		427,251			437,148

Diluted		432,365			448,473

See Notes to Condensed Consolidated Financial Statements

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Earnings

(Unaudited; in thousands)


	Three Months Ended March 31,
	2012			2011
Net earnings	$	129,427		$	104,545
Other comprehensive earnings, before tax:
Foreign currency translation adjustment		101,438			163,805
Change in unrecognized (loss) gain and prior service cost related to post-retirement plans		(10	)		9
Net unrecognized gain on derivatives		22,646			4,650
Net unrealized loss on marketable securities		(168	)		(368	)

Other comprehensive earnings, before tax		123,906			168,096
Income tax related to items of other comprehensive earnings		7,190			1,559

Other comprehensive earnings, net of tax		116,716			166,537

Comprehensive earnings		246,143			271,082
Comprehensive earnings attributable to the noncontrolling interest		(348	)		(370	)

Comprehensive earnings attributable to Mylan Inc. common shareholders	$	245,795		$	270,712

See Notes to Condensed Consolidated Financial Statements

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share and per share amounts)


	March 31, 2012		December 31, 2011
ASSETS
Assets
Current assets:
Cash and cash equivalents	$	258,038	$	375,056
Restricted cash		8,722		9,274
Marketable securities		31,041		30,686
Accounts receivable, net		1,537,698		1,426,438
Inventories		1,488,281		1,396,742
Deferred income tax benefit		191,503		202,899
Prepaid expenses and other current assets		223,855		127,749

Total current assets		3,739,138		3,568,844
Property, plant and equipment, net		1,315,728		1,298,034
Intangible assets, net		2,629,496		2,630,747
Goodwill		3,558,653		3,517,935
Deferred income tax benefit		94,438		39,376
Other assets		596,742		543,207

Total assets	$	11,934,195	$	11,598,143

LIABILITIES AND EQUITY
Liabilities
Current liabilities:
Trade accounts payable	$	679,841	$	703,235
Short-term borrowings		443,567		128,054
Income taxes payable		40,715		42,880
Current portion of long-term debt and other long-term obligations		98,768		691,614
Deferred income tax liability		1,329		1,215
Other current liabilities		847,060		996,158

Total current liabilities		2,111,280		2,563,156
Long-term debt		4,906,371		4,479,080
Contingent consideration		383,751		376,110
Other long-term obligations		381,853		366,100
Deferred income tax liability		371,585		308,915

Total liabilities		8,154,840		8,093,361

Equity
Mylan Inc. shareholders’ equity
Common stock — par value $0.50 per share
Shares authorized: 1,500,000,000
Shares issued: 531,553,003 and 530,315,453 as of March 31, 2012 and December 31, 2011		265,777		265,158
Additional paid-in capital		3,813,575		3,795,373
Retained earnings		1,549,599		1,420,520
Accumulated other comprehensive earnings (loss)		28,877		(87,839	)

		5,657,828		5,393,212
Noncontrolling interest		13,496		13,007
Less: treasury stock — at cost
Shares: 103,120,961 and 103,637,016 as of March 31, 2012 and December 31, 2011		1,891,969		1,901,437

Total equity		3,779,355		3,504,782

Total liabilities and equity	$	11,934,195	$	11,598,143

See Notes to Condensed Consolidated Financial Statements

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net earnings	$	129,427		$	104,545
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization		125,821			119,551
Stock-based compensation expense		12,303			10,257
Change in estimated sales allowances		59,865			25,482
Deferred income tax (benefit) expense		(5,250	)		7,114
Other non-cash items		54,563			34,582
Litigation settlements, net		2,173			23,966
Changes in operating assets and liabilities:
Accounts receivable		(155,085	)		(178,642	)
Inventories		(70,095	)		(69,727	)
Trade accounts payable		(33,077	)		28,047
Income taxes		(48,562	)		(1,938	)
Deferred revenue		(7,043	)		—
Other operating assets and liabilities, net		(174,169	)		(148,817	)

Net cash used in operating activities		(109,129	)		(45,580	)

Cash flows from investing activities:
Capital expenditures		(35,745	)		(41,339	)
Purchase of marketable securities		(2,660	)		(2,162	)
Proceeds from sale of marketable securities		2,562			—
Other items, net		(70,318	)		126

Net cash used in investing activities		(106,161	)		(43,375	)

Cash flows from financing activities:
Change in short-term borrowings, net		311,053			(5,561	)
Proceeds from issuance of long-term debt		435,000			—
Payment of long-term debt		(673,806	)		(1,205	)
Proceeds from exercise of stock options		17,182			23,143
Other items, net		2,498			1,602

Net cash provided by financing activities		91,927			17,979

Effect on cash of changes in exchange rates		6,345			17,011

Net decrease in cash and cash equivalents		(117,018	)		(53,965	)
Cash and cash equivalents — beginning of period		375,056			662,052

Cash and cash equivalents — end of period	$	258,038		$	608,087

See Notes to Condensed Consolidated Financial Statements

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.	General

The accompanying unaudited Condensed Consolidated Financial Statements (“interim financial statements”) of Mylan Inc. and subsidiaries (“Mylan” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The December 31, 2011 Condensed Consolidated Balance Sheet was derived from audited financial statements.

The interim results of operations and the interim cash flows for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period. The Company computed its provision for income taxes using an estimated effective tax rate for the full year with consideration of certain discrete tax items which occurred within the interim period. The estimated annual effective tax rate for 2012 includes an estimate of the full-year effect of foreign tax credits that the Company anticipates it will claim against its 2012 U.S. tax liabilities.

Effective April 16, 2012, the Company entered into a five-year collective bargaining agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local Union 8-957 AFL-CIO which agreement governs certain production and maintenance employees at the Company’s largest manufacturing site in Morgantown, West Virginia. The agreement expires April 21, 2017.

2.	Revenue Recognition and Accounts Receivable

Mylan recognizes net revenue for product sales when title and risk of loss pass to its customers and when provisions for estimates, including discounts, sales allowances, price adjustments, returns, chargebacks and other promotional programs are reasonably determinable. Accounts receivable are presented net of allowances relating to these provisions. No revisions were made to the methodology used in determining these provisions during the three months ended March 31, 2012. Such allowances were $820.3 million and $763.0 million at March 31, 2012 and December 31, 2011. Other current liabilities include $155.0 million and $147.9 million at March 31, 2012 and December 31, 2011, for certain sales allowances and other adjustments that are paid to indirect customers.

In February 2012, Mylan Pharmaceuticals, Inc. (“MPI”) entered into a receivable securitization facility (the “Receivables Facility”) of up to $300.0 million. Pursuant to the terms of the Receivables Facility, MPI transfers certain of its domestic receivables, on an ongoing basis, to Mylan Securitization LLC (“Mylan Securitization”), a wholly-owned bankruptcy remote subsidiary. In turn, from time to time, Mylan Securitization sells its interests in such receivables, related assets and collections to certain conduit purchasers, committed purchasers and letter of credit issuers in exchange for cash or letters of credit. Mylan Securitization maintains a subordinated interest, in the form of over collateralization, in a portion of the receivables sold. Any amounts outstanding under the facility are recorded as a secured loan and included in short-term borrowings in the Condensed Consolidated Balance Sheets, and the receivables underlying any borrowings are included in accounts receivable, net.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

The Company’s accounts receivable and securitized accounts receivable include the following:


*(In thousands)*	March 31, 2012		December 31, 2011
Accounts receivable:
Retained trade accounts receivable	$	923,732	$	1,445,363
Securitized accounts receivable		635,534		—

Total accounts receivable		1,559,266		1,445,363
Less allowance for doubtful accounts		21,568		18,925

Accounts receivable, net	$	1,537,698	$	1,426,438

At March 31, 2012, there were $285.0 million of short-term borrowings outstanding under the Receivables Facility.

The Company utilizes proceeds from the sale of its accounts receivable as an alternative to other forms of debt, effectively reducing its overall borrowing costs. MPI has agreed to continue servicing the sold receivables for the financial institution at market rates.

3.	Recent Accounting Pronouncements

In June and December 2011, the Financial Accounting Standards Board (“FASB”) issued revised accounting guidance on the presentation of comprehensive income. Under this guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive income as a part of the statement of changes in stockholders’ equity. The guidance is effective for fiscal years beginning after December 15, 2011, and it must be applied retrospectively. The Company adopted the guidance for the three months ended March 31, 2012, with retrospective application to the three months ended March 31, 2011 by presenting the Condensed Consolidated Statements of Comprehensive Earnings. The adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

In September 2011, the FASB issued a revised standard changing the guidance for the testing of goodwill for impairment. The revised standard provides the option to first assess qualitative factors to determine whether performing the two-step goodwill impairment test is necessary. If it is believed, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the two-step quantitative impairment test will be required. Otherwise, no further testing will be required. Entities can choose to perform the qualitative assessment on none, some, or all of its reporting units. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company adopted the guidance during the three months ended March 31, 2012, and the adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

In May 2011, the FASB issued guidance that was subsequently revised to result in consistent fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards (“IFRS”). Included in the revised guidance are amendments that clarify the intent of the FASB related to existing requirements. Also included in the revised guidance are certain amendments that change existing principles or requirements. The FASB’s intent about the application of the highest and best use and valuation premise

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

concepts is clarified to specify that those concepts are only relevant when measuring the fair value of nonfinancial assets. Amendments were also made to clarify requirements relating to measuring the fair value of an instrument classified in shareholders’ equity, as well as to clarify requirements for reporting quantitative information about the unobservable inputs used for Level 3 fair value measurements. Changes effected by the revised guidance are related to the topics of measuring the fair value of financial instruments that are managed within a portfolio and to the application of premiums and discounts in fair value measurement. The amended guidance also expands disclosure requirements related to several fair value measurement topics. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. The Company adopted the guidance during the three months ended March 31, 2012, and the adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

4.	Acquisitions

The Respiratory Delivery Platform

On December 23, 2011, Mylan completed its acquisition of the exclusive worldwide rights to develop, manufacture and commercialize a generic equivalent to GlaxoSmithKline’s Advair ^® Diskus and Seretide ^® Diskus incorporating Pfizer Inc.’s (“Pfizer”) proprietary dry powder inhaler delivery platform (the “Respiratory Delivery Platform”). As part of the agreement, Mylan will fund the remaining development and capital requirements to bring the products to market. In accordance with GAAP guidance regarding business combinations, the Company accounted for this transaction as a purchase of a business and utilized the purchase method of accounting. Under the purchase method of accounting, the assets acquired and liabilities assumed in the transaction were recorded at the date of acquisition at the estimate of their respective fair values.

The total purchase consideration was $348 million. This amount consisted of an initial cash payment of $22 million, approximately $4 million in assumed liabilities, and $322 million of contingent consideration. Pfizer is eligible to receive milestone payments, which are contingent upon future product development achievements including regulatory approvals, market launches, sales targets and profitability. The total $322 million of contingent consideration represents the net present value of expected milestone and profit sharing payments. The purchase price allocation, including the valuation of the contingent payment elements of the purchase price, resulted in in-process research and development (“IPR&D”) of $338 million, fixed assets of $8 million and goodwill of $2 million. The impact on our results of operations since the acquisition date was not material.

The amount allocated to acquired IPR&D represents an estimate of the fair value of purchased in-process technology that, as of the closing date of the acquisition, had not reached technological feasibility and had no alternative future use. The fair value of IPR&D was based on the excess earnings method, which utilizes forecasts of expected net cash inflows (including estimates for ongoing costs) and other contributory charges. A discount rate of 12.5% was utilized to discount net cash inflows to present values.

The project is in the early stages of development, and the expected costs to complete are estimated to be significant. The project is not expected to begin generating a material benefit to the Company until after 2016. There can be no certainty that these assets ultimately will yield a successful product. Failure to successfully complete this project would have a material impact on the IPR&D assets related to it. Additionally, no assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change in future periods.

5.	Stock-Based Incentive Plan

Mylan’s shareholders have approved the 2003 Long-Term Incentive Plan (as amended, the “2003 Plan”). Under the 2003 Plan, 37,500,000 shares of common stock are reserved for issuance to key employees,

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

consultants, independent contractors and non-employee directors of Mylan through a variety of incentive awards, including: stock options, stock appreciation rights, restricted shares and units, performance awards, other stock-based awards and short-term cash awards. Stock option awards are granted at the fair value of the shares underlying the options at the date of the grant, generally become exercisable over periods ranging from three to four years, and generally expire in ten years. In the 2003 Plan, no more than 8,000,000 shares may be issued as restricted shares, restricted units, performance shares and other stock-based awards.

Upon approval of the 2003 Plan, no further grants of stock options have been made under any other plan. However, there are stock options outstanding from frozen or expired plans and other plans assumed through acquisitions.

The following table summarizes stock option activity:


	Number of Shares Under Option			Weighted Average Exercise Price per Share
Outstanding at December 31, 2011		23,599,256		$	17.42
Options granted		1,971,921			23.28
Options exercised		(1,237,551	)		13.88
Options forfeited		(194,352	)		19.81

Outstanding at March 31, 2012		24,139,274		$	18.06

Vested and expected to vest at March 31, 2012		23,065,876		$	17.93

Options exercisable at March 31, 2012		16,507,855		$	16.64

As of March 31, 2012, options outstanding, options vested and expected to vest, and options exercisable had average remaining contractual terms of 6.12 years, 6.00 years and 4.85 years, respectively. Also at March 31, 2012, options outstanding, options vested and expected to vest and options exercisable had aggregate intrinsic values of $130.4 million, $127.4 million and $112.4 million, respectively.

A summary of the status of the Company’s nonvested restricted stock and restricted stock unit awards, including performance based restricted stock, as of March 31, 2012 and the changes during the three months ended March 31, 2012 are presented below:


	Number of Restricted Stock Awards			Weighted Average Grant-Date Fair Value per Share
Nonvested at December 31, 2011		2,520,487		$	20.16
Granted		864,640			23.44
Released		(731,356	)		15.71
Forfeited		(39,641	)		22.43

Nonvested at March 31, 2012		2,614,130		$	22.46

As of March 31, 2012, the Company had $70.7 million of total unrecognized compensation expense, net of estimated forfeitures, related to all of its stock-based awards, which will be recognized over the remaining weighted average period of 1.90 years. The total intrinsic value of stock-based awards exercised and restricted stock units converted during the three months ended March 31, 2012 and March 31, 2011 was $28.1 million and $30.9 million.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

6.	Balance Sheet Components

Selected balance sheet components consist of the following:


*(In thousands)*	March 31, 2012		December 31, 2011
Inventories:
Raw materials	$	402,216	$	370,423
Work in process		226,763		253,492
Finished goods		859,302		772,827

	$	1,488,281	$	1,396,742

Property, plant and equipment:
Land and improvements	$	72,845	$	72,945
Buildings and improvements		674,917		676,028
Machinery and equipment		1,387,867		1,358,163
Construction in progress		257,659		263,948

		2,393,288		2,371,084
Less accumulated depreciation		1,077,560		1,073,050

	$	1,315,728	$	1,298,034

Other current liabilities:
Legal and professional accruals, including litigation reserves	$	154,846	$	232,670
Payroll and employee benefit plan accruals		166,156		221,458
Accrued sales allowances		155,016		147,938
Accrued interest		50,349		74,754
Fair value of financial instruments		40,759		69,493
Other		279,934		249,845

	$	847,060	$	996,158

7.	Earnings per Common Share attributable to Mylan Inc.

Basic earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities or instruments, if the impact is dilutive.

On September 15, 2008, concurrent with the sale of $575.0 million aggregate principal amount of Cash Convertible Notes due 2015 (the “Cash Convertible Notes”), Mylan entered into a convertible note hedge and warrant transaction with certain counterparties. Pursuant to the warrant transactions, the Company sold to the counterparties warrants to purchase in the aggregate up to approximately 43.2 million shares of Mylan common stock, subject to anti-dilution adjustments substantially similar to the anti-dilution adjustments for the Cash Convertible Notes, which under most circumstances represents the maximum number of shares that underlie the conversion reference rate for the Cash Convertible Notes. The sold warrants had an exercise price of $20.00 and will be net share settled, meaning that Mylan will issue a number of shares per warrant corresponding to the difference between its share price at each warrant expiration date and the exercise price. The warrants meet the definition of derivatives under the guidance in FASB Accounting Standards Codification (“ASC”) 815 Derivatives and Hedging (“ASC 815”); however, because these instruments have been determined to be indexed

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

to the Company’s own stock and meet the criteria for equity classification under ASC 815-40 Contracts in Entity’s Own Equity, the warrants have been recorded in shareholders’ equity in the Condensed Consolidated Balance Sheets.

In September 2011, the Company entered into amendments with the counterparties to exchange the original warrants with an exercise price of $20.00 (the “Old Warrants”) with new warrants with an exercise price of $30.00 (the “New Warrants”). Approximately 41.0 million of the Old Warrants were exchanged in the transaction. All other terms and settlement provisions of the Old Warrants remain unchanged in the New Warrants. The New Warrants meet the definition of derivatives under the guidance in ASC 815; however, because these instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification under ASC 815-40 , the New Warrants have also been recorded in shareholders’ equity in the Condensed Consolidated Balance Sheets.

The average market value of the Company’s shares did not exceed the exercise price of the New Warrants during the three months ended March 31, 2012. For the three months ended March 31, 2012 and March 31, 2011, the average market value of the Company’s shares exceeded the exercise price of the Old Warrants, and as a result, the Company has included 0.2 million and 5.2 million shares, respectively, in the calculation of diluted earnings per share.

Basic and diluted earnings per common share attributable to Mylan Inc. are calculated as follows:


	Three Months Ended March 31,
*(In thousands, except per share amounts)*	2012		2011
Basic earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	129,079	$	104,175

Shares (denominator):
Weighted average common shares outstanding		427,251		437,148

Basic earnings per common share attributable to Mylan Inc. common shareholders	$	0.30	$	0.24

Diluted earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	129,079	$	104,175

Shares (denominator):
Weighted average common shares outstanding		427,251		437,148
Stock-based awards and warrants		5,114		11,325

Total dilutive shares outstanding		432,365		448,473

Diluted earnings per common share attributable to Mylan Inc. common shareholders	$	0.30	$	0.23

Additional stock options or restricted stock awards were outstanding during the three months ended March 31, 2012 and March 31, 2011 but were not included in the computation of diluted earnings per share for each respective period, because the effect would be anti-dilutive. Such anti-dilutive stock options or restricted stock awards represented 6.4 million shares for the three months ended March 31, 2012 and 3.2 million shares for the three months ended March 31, 2011.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

8.	Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three months ended March 31, 2012 are as follows:


*(In thousands)*	Generics Segment		Specialty Segment			Total
Balance at December 31, 2011:
Goodwill	$	3,196,428	$	706,507		$	3,902,935
Accumulated impairment losses		—		(385,000	)		(385,000	)

		3,196,428		321,507			3,517,935
Foreign currency translation		40,718		—			40,718

		3,237,146		321,507			3,558,653
Balance at March 31, 2012:
Goodwill		3,237,146		706,507			3,943,653
Accumulated impairment losses		—		(385,000	)		(385,000	)

	$	3,237,146	$	321,507		$	3,558,653

Intangible assets consist of the following components:


*(In thousands)*	Weighted Average Life (Years)	Original Cost		Accumulated Amortization		Net Book Value
March 31, 2012
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	84,183	$	32,448
Product rights and licenses	10		3,501,257		1,509,757		1,991,500
Other ⁽¹⁾	8		193,323		49,911		143,412

			3,811,211		1,643,851		2,167,360
IPR&D			462,136		—		462,136

		$	4,273,347	$	1,643,851	$	2,629,496


*(In thousands)*	Weighted Average Life (Years)	Original Cost		Accumulated Amortization		Net Book Value
December 31, 2011
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	82,815	$	33,816
Product rights and licenses	10		3,364,263		1,418,492		1,945,771
Other ⁽¹⁾	8		200,663		45,604		155,059

			3,681,557		1,546,911		2,134,646
IPR&D			496,101		—		496,101

		$	4,177,658	$	1,546,911	$	2,630,747

⁽¹⁾	Other intangible assets consist principally of customer lists and contracts.

Amortization expense, which is classified primarily within cost of sales on Mylan’s Condensed Consolidated Statements of Operations, for the three months ended March 31, 2012 and March 31, 2011 was

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

$87.8 million and $85.0 million, respectively, and is expected to be approximately $262 million for the remainder of 2012 and $343 million, $336 million, $313 million and $246 million for the years ended December 31, 2013 through 2016, respectively.

Indefinite-lived intangibles, such as the Company’s IPR&D assets, are tested at least annually for impairment, but may be tested whenever certain impairment indicators are present. Impairment is determined to exist when the fair value is less than the carrying value of the assets being tested.

During the three months ended March 31, 2012, approximately $33.0 million was reclassified from acquired IPR&D to product rights and licenses. Also during the three months ended March 31, 2012, the Company paid approximately $70.0 million to acquire products rights and licenses, the majority of which relates to two dermatological products acquired from Valeant Pharmaceuticals.

9.	Financial Instruments and Risk Management

Financial Risks

Mylan is exposed to certain financial risks relating to its ongoing business operations. The primary financial risks that are managed by using derivative instruments are foreign currency risk, interest rate risk and equity risk.

In order to manage foreign currency risk, Mylan enters into foreign exchange forward contracts to mitigate risk associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities. The foreign exchange forward contracts are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the Condensed Consolidated Statements of Operations.

The Company has also entered into forward contracts to hedge forecasted foreign currency denominated sales from certain international subsidiaries. These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any changes in fair value are included in earnings or deferred through accumulated other comprehensive earnings (“AOCE”), depending on the nature and effectiveness of the offset.

The Company enters into interest rate swaps in order to manage interest rate risk associated with the Company’s fixed and floating-rate debt. These derivative instruments are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets.

In December 2011, the Company executed $500.0 million of notional interest rate swaps in order to fix the interest rate on a portion of its variable rate U.S. Term Loans under its senior credit agreement (the “Senior Credit Agreement”). In January 2012, the Company executed a further $350.0 million of notional interest rate swaps in order to fix the interest rate on an additional portion of its variable rate U.S. Term Loans under the Senior Credit Agreement. These interest rate swaps are designated as cash flow hedges of the variability of interest expense related to the Company’s variable rate debt. Any changes in fair value are included in earnings or deferred through AOCE, depending on the nature and effectiveness of the offset. The total notional amount of the Company’s interest rate swaps on floating-rate debt was $850.0 million and $500.0 million as of March 31, 2012 and December 31, 2011, respectively.

In January 2011, the Company entered into interest rate swaps which convert $500.0 million of the Company’s fixed-rate 6.0% Senior Notes due 2018 (the “2018 Senior Notes”) to a variable rate. These interest

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

rate swaps are designated as fair value hedges, are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. The change in the fair value of these derivative instruments, as well as the offsetting change in fair value of the portion of the fixed-rate debt being hedged, is included in interest expense. As of March 31, 2012, the total notional amount of the Company’s interest rate swaps on fixed-rate debt was $500.0 million.

Certain derivative instrument contracts entered into by the Company are governed by Master Agreements, which contain credit-risk-related contingent features that would allow the counterparties to terminate the contracts early and request immediate payment should the Company trigger an event of default on other specified borrowings. The aggregate fair value of all such contracts, which are in a net asset position at March 31, 2012, is $35.8 million. The Company is not subject to any obligations to post collateral under derivative instrument contracts.

The Company maintains significant credit exposure arising from the convertible note hedge on its Cash Convertible Notes. Holders may convert their Cash Convertible Notes subject to certain conversion provisions determined by a) the market price of the Company’s common stock, b) specified distributions to common shareholders, c) a fundamental change, as defined in the purchase agreement, or d) certain time periods specified in the purchase agreement. The conversion feature can only be settled in cash and, therefore, it is bifurcated from the Cash Convertible Notes and treated as a separate derivative instrument. In order to offset the cash flow risk associated with the cash conversion feature, the Company entered into a convertible note hedge with certain counterparties. Both the cash conversion feature and the purchased convertible note hedge are measured at fair value with gains and losses recorded in the Company’s Condensed Consolidated Statements of Operations. Also, in conjunction with the issuance of the Cash Convertible Notes, the Company entered into several warrant transactions with certain counterparties. The warrants meet the definition of derivatives; however, because these instruments have been determined to be indexed to the Company’s own stock, and have been recorded in shareholders’ equity in the Company’s Condensed Consolidated Balance Sheets, the instruments are exempt from the scope of the FASB’s guidance regarding accounting for derivative instruments and hedging activities and are not subject to the fair value provisions set forth therein.

At March 31, 2012, the convertible note hedge had a total fair value of $511.6 million, which reflects the maximum loss that would be incurred should the parties fail to perform according to the terms of the contract. The counterparties are highly rated diversified financial institutions. The counterparties are required to post collateral against this obligation should they be downgraded below thresholds specified in the contract. Eligible collateral is comprised of a wide range of financial securities with a valuation discount percentage reflecting the associated risk.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant loss from failure of any counterparties to perform under any agreements.

Fair Values of Derivative Instruments

Derivatives Designated as Hedging Instruments


	Asset Derivatives
	March 31, 2012			December 31, 2011
*(In thousands)*	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Prepaid expenses and other current assets	$	38,598	Prepaid expenses and other current assets	$	29,773

Total		$	38,598		$	29,773


	Liability Derivatives
	March 31, 2012			December 31, 2011
*(In thousands)*	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Other current liabilities	$	2,756	Other current liabilities	$	658
Foreign currency forward contracts	Other current liabilities		31,572	Other current liabilities		57,075

Total		$	34,328		$	57,733

Fair Values of Derivative Instruments

Derivatives Not Designated as Hedging Instruments


	Asset Derivatives
	March 31, 2012			December 31, 2011
*(In thousands)*	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$	7,129	Prepaid expenses and other current assets	$	3,802
Purchased cash convertible note hedge	Other assets		511,600	Other assets		460,000

Total		$	518,729		$	463,802


	Liability Derivatives
	March 31, 2012			December 31, 2011
*(In thousands)*	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Other current liabilities	$	6,431	Other current liabilities	$	11,760
Cash conversion feature of Cash Convertible Notes	Long-term debt		511,600	Long-term debt		460,000

Total		$	518,031		$	471,760

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

Derivatives in Fair Value Hedging Relationships


	Location of Gain or (Loss) Recognized in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
*(In thousands)*		Three Months Ended March 31,
*(In thousands)*		2012		2011
Interest Rate Swaps	Interest Expense	$	11,896	$	(6,328	)

Total		$	11,896	$	(6,328	)


	Location of Gain or (Loss) Recognized in Earnings on Hedged Items	Amount of Gain or (Loss) Recognized in Earnings on Hedging Items
*(In thousands)*		Three Months Ended March 31,
*(In thousands)*		2012			2011
2018 Senior Notes	Interest Expense	$	(8,825	)	$	6,328

Total		$	(8,825	)	$	6,328

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

Derivatives in Cash Flow Hedging Relationships


	Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)
	Three Months Ended March 31,
*(In thousands)*	2012			2011
Foreign currency forward contracts	$	11,461		$	1,388
Interest rate swaps		(1,324	)		2,321

Total	$	10,137		$	3,709


	Location of Gain or (Loss) Reclassified from AOCE into Earnings (Effective Portion)	Amount of Gain or (Loss) Reclassified from AOCE into Earnings (Effective Portion)
		Three Months Ended March 31,
*(In thousands)*		2012			2011
Foreign currency forward contracts	Net revenues	$	(5,255	)	$	745
Interest rate swaps	Interest expense		(374	)		(1,782	)

Total		$	(5,629	)	$	(1,037	)


	Location of Gain Excluded from the Assessment of Hedge Effectiveness	Amount of Gain Excluded from the Assessment of Hedge Effectiveness
		Three Months Ended March 31,
*(In thousands)*		2012		2011
Foreign currency forward contracts	Other (expense) income, net	$	5,711	$	34

Total		$	5,711	$	34

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

At March 31, 2012, the Company expects that approximately $27.0 million of pre-tax net losses on cash flow hedges will be reclassified from AOCE into earnings during the next 12 months.

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

Derivatives in Net Investment Hedging Relationships


	Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)
	Three Months Ended March 31,
*(In thousands)*	2012		2011
Foreign currency borrowings	$	—	$	(33,718	)

Total	$	—	$	(33,718	)

There was no gain or loss recognized into earnings on derivatives with net investment hedging relationships during the three months ended March 31, 2011. The Euro-denominated borrowings that had been designated as a hedge of the net investments in certain Euro functional currency subsidiaries were repaid in November 2011.

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Operations

Derivatives Not Designated as Hedging Instruments


	Location of Gain or (Loss) Recognized in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
		Three Months Ended March 31,
*(In thousands)*		2012			2011
Foreign currency forward contracts	Other (expense) income, net	$	5,255		$	11,462
Cash conversion feature of Cash Convertible Notes	Other (expense) income, net		(51,600	)		(49,300	)
Purchased cash convertible note hedge	Other (expense) income, net		51,600			49,300

Total		$	5,255		$	11,462

Fair Value Measurement

Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value.

Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above:


	March 31, 2012
*(In thousands)*	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	60,676	$	—	$	—	$	60,676

Total cash equivalents		60,676		—		—		60,676

Trading securities:
Equity securities — exchange traded funds		7,218		—		—		7,218

Total trading securities		7,218		—		—		7,218

Available-for-sale fixed income investments:
U.S. Treasuries		—		12,193		—		12,193
Corporate bonds		—		7,630		—		7,630
Agency mortgage-backed securities		—		1,395		—		1,395
Other		—		2,543		—		2,543

Total available-for-sale fixed income investments		—		23,761		—		23,761

Available-for-sale equity securities:
Biosciences industry		62		—		—		62

Total available-for-sale equity securities		62		—		—		62

Foreign exchange derivative assets		—		7,129		—		7,129
Interest rate swap derivative assets		—		38,598		—		38,598
Purchased cash convertible note hedge		—		511,600		—		511,600

Total assets at fair value ⁽¹⁾	$	67,956	$	581,088	$	—	$	649,044

Financial Liabilities:
Foreign exchange derivative liabilities	$	—	$	38,003	$	—	$	38,003
Interest rate swap derivative liabilities		—		2,756		—		2,756
Cash conversion feature of Cash Convertible Notes		—		511,600		—		511,600
Contingent consideration		—		—		383,751		383,751

Total liabilities at fair value ⁽¹⁾	$	—	$	552,359	$	383,751	$	936,110

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)


	December 31, 2011
*(In thousands)*	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	152,331	$	—	$	—	$	152,331

Total cash equivalents		152,331		—		—		152,331

Trading securities:
Equity securities — exchange traded funds		6,760		—		—		6,760

Total trading securities		6,760		—		—		6,760

Available-for-sale fixed income investments:
U.S. Treasuries		—		1,519		—		1,519
Corporate bonds		—		7,192		—		7,192
Agency mortgage-backed securities		—		12,346		—		12,346
Other		—		2,697		—		2,697

Total available-for-sale fixed income investments		—		23,754		—		23,754

Available-for-sale equity securities:
Biosciences industry		172		—		—		172

Total available-for-sale equity securities		172		—		—		172

Foreign exchange derivative assets		—		3,802		—		3,802
Interest rate swap derivative assets		—		29,773		—		29,773
Purchased cash convertible note hedge		—		460,000		—		460,000

Total assets at fair value ⁽¹⁾	$	159,263	$	517,329	$	—	$	676,592

Financial Liabilities:
Foreign exchange derivative liabilities	$	—	$	68,835	$	—	$	68,835
Interest rate swap derivative liabilities		—		658		—		658
Cash conversion feature of Cash Convertible Notes		—		460,000		—		460,000
Contingent consideration		—		—		376,110		376,110

Total liabilities at fair value ⁽¹⁾	$	—	$	529,493	$	376,110	$	905,603

⁽¹⁾

The Company chose not to elect the fair value option for its financial assets and liabilities that had not been previously carried at fair value. Therefore, material financial assets and liabilities not carried at fair value, such as short-term and long-term debt obligations and trade accounts receivable and payable, are still reported at their carrying values.

For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including the LIBOR yield curve, foreign exchange forward prices, and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities:

•

Cash equivalents — valued at observable net asset value prices.

•

Trading securities — valued at the active quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.

•

Available-for-sale fixed income investments — valued at the quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

•

Available-for-sale equity securities — valued using quoted stock prices from the London Exchange at the reporting date and translated to U.S. Dollars at prevailing spot exchange rates.

•

Interest rate swap derivative assets and liabilities — valued using the LIBOR/EURIBOR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades during the three months ended March 31, 2012 that would reduce the receivable amount owed, if any, to the Company.

•

Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades during the three months ended March 31, 2012 that would reduce the receivable amount owed, if any, to the Company.

•

Cash conversion feature of cash convertible notes and purchased convertible note hedge — valued using quoted prices for the Company’s cash convertible notes, its implied volatility and the quoted yield on the Company’s other long-term debt at the reporting date. Counterparties to the purchased convertible note hedge are highly rated financial institutions, none of which experienced any significant downgrades during the three months ended March 31, 2012 that would reduce the receivable amount owed, if any, to the Company.

The fair value measurement of contingent consideration is determined using Level 3 inputs. The Company’s contingent consideration represents a component of the total purchase consideration for the Respiratory Delivery Platform and other acquisitions made during 2011. The measurement is calculated using unobservable inputs based on the Company’s own assumptions. Significant unobservable inputs in the valuation include the probability and timing of future development and commercial milestones and future profit sharing payments. A discounted cash flow method was used to value contingent consideration at March 31, 2012 and December 31, 2011. Discount rates ranging from 3.2% to 11.0% were utilized in the valuation and represent the present value of the estimated future net cash flows using a market rate of return at March 31, 2012. Significant changes in unobservable inputs could result in material changes to the contingent consideration liability. For the three months ended March 31, 2012, accretion of $8.2 million was recorded in interest expense in the Condensed Consolidated Statements of Operations.

Although the Company has not elected the fair value option for financial assets and liabilities, any future transacted financial asset or liability will be evaluated for the fair value election.

10.

Debt

The Receivables Facility

In February 2012, MPI, a wholly owned subsidiary of the Company, entered into a $300.0 million accounts receivable securitization facility, pursuant to (i) a Purchase and Contribution Agreement, between MPI and Mylan Securitization, and (ii) a Receivables Purchase Agreement, among Mylan Securitization, as seller, MPI, as originator and servicer, certain conduit purchasers, committed purchasers and letter of credit issuers from time to time party thereto (collectively, the “Purchasers”), certain purchaser agents from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent (the “Agent”). The Company agreed to enter into a performance guarantee with respect to the obligations of MPI under these agreements.

Under the Purchase and Contribution Agreement, MPI will sell, on an ongoing basis, certain accounts receivable and the right to the collections on those accounts receivable to Mylan Securitization. Once sold to Mylan Securitization, the accounts receivable and rights to collection described above will be separate and distinct from MPI’s own assets and will not be available to MPI’s creditors should MPI become insolvent. The servicing,

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

administration and collection of the accounts receivable will be conducted by MPI, as servicer. Under the terms of the Receivables Purchase Agreement, Mylan Securitization may, from time to time, obtain up to $300.0 million (in the form of cash or letters of credit for the benefit of MPI) from the Purchasers through the sale of its interest in such receivables and collections. The size of the accounts receivable securitization facility may be increased from time to time, upon request by Mylan Securitization and with the consent of the purchaser agents and the Agent, up to a maximum of $500.0 million. Purchases under the Receivables Purchase Agreement will be repaid as accounts receivable are collected, with new purchases being advanced as new accounts receivable are originated by MPI and sold to Mylan Securitization, with settlement occurring monthly. Mylan Securitization has the option to reduce the commitments under the Receivables Purchase Agreement. Mylan Securitization’s assets have been pledged to the Agent in support of its obligations under the Receivables Purchase Agreement. Any amounts outstanding under the facility will be recorded as a secured loan and the receivables underlying any borrowings will continue to be included in accounts receivable, net, in the Condensed Consolidated Balance Sheets of the Company. The accounts receivable securitization facility has a term of three years.

The Receivables Purchase Agreement contains various customary affirmative and negative covenants and also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events, including, but not limited to, failure by Mylan Securitization to pay interest and other amounts due, defaults on certain indebtedness, certain judgments, change in control, certain events negatively affecting the overall credit quality of transferred accounts receivable, bankruptcy and insolvency events.

As of March 31, 2012, the Condensed Consolidated Balance Sheets include $635.5 million of accounts receivable balances legally sold to Mylan Securitization, as well as $285.0 million of short-term borrowings. The interest rate on borrowings under this facility was approximately 1.01% at March 31, 2012.

Mylan Securitization holds trade accounts receivable whose cash flows are the primary source of repayment for its liabilities. Investors only have recourse to the assets held by Mylan Securitization. The Company is involved in these arrangements to the extent that it originates the accounts receivable and provides servicing activities.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

Long-Term Debt

A summary of long-term debt is as follows:


*(In thousands)*	March 31,2012		December 31,2011
U.S. Term Loans	$	1,226,563	$	1,250,000
Revolving Facility		385,000		—
Cash Convertible Notes		994,329		937,160
Senior Convertible Notes		—		593,983
2017 Senior Notes		550,000		550,000
2018 Senior Notes		827,923		818,774
2020 Senior Notes		1,014,332		1,014,643
Other		3,448		3,666

		5,001,595		5,168,226
Less: Current portion		95,224		689,146

Total long-term debt	$	4,906,371	$	4,479,080

Senior Credit Facilities

In November 2011, the Company entered into a Senior Credit Agreement with a syndication of banks, which provided $1.25 billion in U.S. Term Loans (the “U.S. Term Loans”) and contains a $1.25 billion revolving facility (the “Revolving Facility,” and together with the U.S. Term Loans, the “Senior Credit Facilities”). Amortization payments due in the first quarter of 2012 under the Senior Credit Agreement on the U.S. Term Loans were paid in March 2012, in the amount of $23.4 million. At March 31, 2012 and December 31, 2011, the Company had $385.0 million and $0 outstanding under the Revolving Facility, respectively. The interest rate on the Revolving Facility at March 31, 2012 was 1.84%.

Cash Convertible Notes

At March 31, 2012, the $994.3 million outstanding consists of $482.7 million of Cash Convertible Notes debt ($575.0 million face amount, net of $92.3 million discount) and the bifurcated conversion feature with a fair value of $511.6 million recorded as a liability within long-term debt in the Condensed Consolidated Balance Sheets at March 31, 2012. The Cash Convertible Notes will mature on September 15, 2015, subject to earlier repurchase or conversion. Holders may convert their notes subject to certain conversion provisions determined by the market price of the Company’s common stock, specified distributions to common shareholders, a fundamental change, and certain time periods specified in the purchase agreement. Additionally, the Company has purchased call options, which are recorded as assets at their fair value of $511.6 million within other assets in the Condensed Consolidated Balance Sheets at March 31, 2012. At December 31, 2011, the $937.2 million outstanding consists of $477.2 million of debt ($575.0 million face amount, net of $97.8 million discount) and the bifurcated conversion feature with a fair value of $460.0 million recorded as a liability within other long-term obligations in the Condensed Consolidated Balance Sheets. The purchased call options are assets recorded at their fair value of $460.0 million within other assets in the Condensed Consolidated Balance Sheets at December 31, 2011.

As of March 31, 2012, because the closing price of Mylan’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day in the March 31, 2012 period, was more than 130% of the applicable conversion reference price of $13.32 at March 31, 2012, the $575.0 million of Cash Convertible Notes are currently convertible. Although the Company’s experience is that convertible debentures

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

are not normally converted by investors until close to their maturity date, it is possible that debentures could be converted prior to their maturity date if, for example, a holder perceives the market for the debentures to be weaker than the market for the common stock. Upon an investor’s election to convert, the Company is required to pay the full conversion value in cash. Should holders elect to convert, the Company intends to draw on its revolving credit facility to fund any principal payments. The amount payable per $1,000 notional bond would be calculated as the product of (1) the conversion reference rate (currently 75.0751) and (2) the average Daily Volume Weighted Average Price per share of common stock for a specified period following the conversion date. Any payment above the principal amount is matched by a convertible note hedge.

Senior Convertible Notes

In March 2012, $600.0 million of Senior Convertible Notes was repaid at maturity. At December 31, 2011, the $594.0 million of debt is net of a $6.0 million discount.

Senior Notes

The Company has entered into interest rate swaps that convert $500.0 million of 2018 Senior Notes principal debt to a variable rate. The variable rate is 3.46% at March 31, 2012. At March 31, 2012, the $827.9 million of 2018 Senior Notes debt is net of a $10.7 million discount and includes a fair value adjustment of $38.6 million associated with the interest rate swaps. At December 31, 2011, the $818.8 million of debt is net of an $11.0 million discount and includes a fair value adjustment of $29.8 million.

At March 31, 2012, the $1.01 billion of 2020 Senior Notes debt includes a $14.3 million premium. At December 31, 2011, the $1.01 billion of debt includes a $14.6 million premium.

Details of the interest rates in effect at March 31, 2012 and December 31, 2011 on the outstanding borrowings under the U.S. Term Loans are in the table below:


	March 31, 2012
	Outstanding		Basis	Rate
	*(In thousands)*
U.S. Term Loans
Swapped to Fixed Rate — January 2014 ⁽¹⁾	$	500,000	Fixed		2.60	%
Swapped to Fixed Rate — March 2014 ⁽¹⁾		350,000	Fixed		2.45	%
Floating Rate		376,563	LIBOR + 2.00%		2.24	%

Total U.S. Term Loans	$	1,226,563


	December 31, 2011
	Outstanding		Basis	Rate
	*(In thousands)*
U.S. Term Loans	$	1,250,000	LIBOR + 2.00%		2.34	%

⁽¹⁾

Effective January 2012, $500 million of the U.S. Term Loans have been swapped to a fixed rate of 0.60% plus the specified spread under the Senior Credit Agreement (currently 200 basis points), through January 2014. Effective March 2012, an additional $350 million of the U.S. Term Loans have been swapped to a fixed rate of 0.45% plus the specified spread under the Senior Credit Agreement (currently 200 basis points), through March 2014. These swaps have been designated as cash flow hedges of the variability in interest expense related to our variable rate debt.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

At March 31, 2012, the fair value of the Senior Notes was approximately $2.56 billion, and at December 31, 2011, the fair value of the Senior Notes and Senior Convertible Notes was approximately $3.15 billion. At March 31, 2012 and December 31, 2011, the fair value of the Cash Convertible Notes was approximately $1.08 billion and $1.00 billion.

Mandatory minimum repayments remaining on the outstanding borrowings under the term loans and notes at March 31, 2012, at notional amounts, are as follows for each of the periods ending December 31:


*(In thousands)*	U.S. Term Loans		Cash Convertible Notes		2017 Senior Notes		2018 Senior Notes		2020 Senior Notes		Total
2012	$	70,313	$	—	$	—	$	—	$	—	$	70,313
2013		93,750		—		—		—		—		93,750
2014		125,000		—		—		—		—		125,000
2015		187,500		575,000		—		—		—		762,500
2016		750,000		—		—		—		—		750,000
Thereafter		—		—		550,000		800,000		1,000,000		2,350,000

Total	$	1,226,563	$	575,000	$	550,000	$	800,000	$	1,000,000	$	4,151,563

11.

Comprehensive Earnings

Components of other comprehensive earnings, before tax, consist of the following:


	Three Months Ended March 31,
*(In thousands)*	2012			2011
Defined benefit pension plans:
Unrecognized gain (loss) and prior service cost arising during the period	$	—		$	—
Less: Amortization of prior service cost (gain) included in net earnings		10			(9	)

Net change in unrecognized (loss) gain and prior service cost related to post-retirement plans	$	(10	)	$	9

Derivatives in cash flow hedging relationships:
Amount of gain recognized in AOCE on derivatives (effective portion)	$	17,017		$	3,613
Less: Reclassification of loss from AOCE into earnings (effective portion)		(5,629	)		(1,037	)

Net unrecognized gain on derivatives	$	22,646		$	4,650

Net unrealized loss on marketable securities:
Unrealized loss on marketable securities	$	(143	)	$	(369	)
Less: Reclassification for gain (loss) included in net earnings		25			(1	)

Net unrealized loss on marketable securities	$	(168	)	$	(368	)

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

Accumulated other comprehensive earnings (loss), as reflected on the Condensed Consolidated Balance Sheets, is comprised of the following:


*(In thousands)*	March 31, 2012			December 31, 2011
Accumulated other comprehensive earnings (loss):
Net unrealized gains on marketable securities, net of tax	$	971		$	1,080
Net unrecognized losses and prior service costs related to post- retirement plans, net of tax		(5,846	)		(5,840	)
Net unrecognized losses on derivatives, net of tax		(28,326	)		(43,719	)
Foreign currency translation adjustment		62,078			(39,360	)

	$	28,877		$	(87,839	)

12.

Shareholders’ Equity

A summary of the change in shareholders’ equity for the three months ended March 31, 2012 and 2011 is as follows:


*(In thousands)*	Total Mylan Inc. Shareholders’ Equity			Noncontrolling Interest			Total
December 31, 2011	$	3,491,775		$	13,007		$	3,504,782
Net earnings		129,079			348			129,427
Other comprehensive earnings		116,716			—			116,716
Stock option activity		17,182			—			17,182
Stock compensation expense		12,303			—			12,303
Issuance of restricted stock, net of shares withheld		(4,983	)		—			(4,983	)
Purchase of subsidiary shares from noncontrolling interest		(9	)		(25	)		(34	)
Tax benefit of stock option plans		3,796			—			3,796
Other		—			166			166

March 31, 2012	$	3,765,859		$	13,496		$	3,779,355


December 31, 2010	$	3,601,879		$	13,522		$	3,615,401
Net earnings		104,175			370			104,545
Other comprehensive earnings		166,537			—			166,537
Stock option activity		23,143			—			23,143
Stock compensation expense		10,257			—			10,257
Issuance of restricted stock, net of shares withheld		(4,929	)		—			(4,929	)
Purchase of subsidiary shares from noncontrolling interest		(971	)		(881	)		(1,852	)
Tax benefit of stock option plans		3,626			—			3,626
Other		—			247			247

March 31, 2011	$	3,903,717		$	13,258		$	3,916,975

13.

Segment Information

Mylan has two segments, “Generics” and “Specialty.” The Generics Segment primarily develops, manufactures, sells and distributes generic or branded generic pharmaceutical products in tablet, capsule, injectable or transdermal patch form, as well as active pharmaceutical ingredients (“API”). The Specialty Segment engages mainly in the development, manufacture and sale of branded specialty nebulized and injectable products.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

The Company’s chief operating decision maker evaluates the performance of its segments based on total revenues and segment profitability. Segment profitability represents segment gross profit less direct research and development expenses and direct selling, general and administrative expenses. Certain general and administrative and research and development expenses not allocated to the segments, as well as the operating results of the Company’s clean energy investment subsidiary, whose activities qualify for tax credits under section 45 of the Internal Revenue Code (“IRC”), net charges for litigation settlements, impairment charges and other expenses not directly attributable to the segments, are reported in Corporate/Other. Additionally, amortization of intangible assets and other purchase accounting related items, as well as any other significant special items, are included in Corporate/Other. Items below the earnings from operations line on the Company’s Condensed Consolidated Statements of Operations are not presented by segment, since they are excluded from the measure of segment profitability. The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the chief operating decision maker.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Intersegment revenues are accounted for at current market values and are eliminated at the consolidated level.

Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.


*(In thousands)*	Generics Segment		Specialty Segment		Corporate / Other ⁽¹⁾			Consolidated
Three Months Ended March 31, 2012
Total revenues
Third party	$	1,421,350	$	162,306	$	8,752		$	1,592,408
Intersegment		355		14,578		(14,933	)		—

Total	$	1,421,705	$	176,884	$	(6,181	)	$	1,592,408

Segment profitability	$	418,445	$	53,677	$	(225,750	)	$	246,372


*(In thousands)*	Generics Segment		Specialty Segment		Corporate / Other ⁽¹⁾			Consolidated
Three Months Ended March 31, 2011
Total revenues
Third party	$	1,350,472	$	98,486	$	—		$	1,448,958
Intersegment		396		16,835		(17,231	)		—

Total	$	1,350,868	$	115,321	$	(17,231	)	$	1,448,958

Segment profitability	$	388,921	$	30,792	$	(208,038	)	$	211,675

⁽¹⁾

Includes certain corporate general and administrative and research and development expenses; net charges for litigation settlements; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments. Additionally, included in the Corporate/Other segment for the three months ended March 31, 2012 are the operating results of the Company’s clean energy investment subsidiary, whose activities qualify for tax credits under section 45 of the IRC.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

14.

Contingencies

Legal Proceedings

While it is not possible to determine with any degree of certainty the ultimate outcome of the following legal proceedings, the Company believes that it has meritorious defenses with respect to the claims asserted against it and intends to vigorously defend its position. The Company is also party to certain litigation matters, some of which are described below, for which Merck KGaA has agreed to indemnify the Company, pursuant to the agreement by which Mylan acquired the former Merck Generics business. An adverse outcome in any of the following proceedings, or the inability or denial of Merck KGaA to pay an indemnified claim, could have a material effect on the Company’s financial position, results of operations and cash flows. Legal costs are recorded as incurred and are classified in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations.

Lorazepam and Clorazepate

On June 1, 2005, a jury verdict was rendered against Mylan, Mylan Pharmaceuticals Inc. (“MPI”), and co-defendants Cambrex Corporation and Gyma Laboratories in the U.S. District Court for the District of Columbia in the amount of approximately $12.0 million, which has been accrued for by the Company. The jury found that Mylan and its co-defendants willfully violated Massachusetts, Minnesota and Illinois state antitrust laws in connection with API supply agreements entered into between the Company and its API supplier (Cambrex) and broker (Gyma) for two drugs, Lorazepam and Clorazepate, in 1997, and subsequent price increases on these drugs in 1998. The case was brought by four health insurers who opted out of earlier class action settlements agreed to by the Company in 2001 and represents the last remaining antitrust claims relating to Mylan’s 1998 price increases for Lorazepam and Clorazepate. Following the verdict, the Company filed a motion for judgment as a matter of law, a motion for a new trial, a motion to dismiss two of the insurers and a motion to reduce the verdict. On December 20, 2006, the Company’s motion for judgment as a matter of law and motion for a new trial were denied and the remaining motions were denied on January 24, 2008. In post-trial filings, the plaintiffs requested that the verdict be trebled and that request was granted on January 24, 2008. On February 6, 2008, a judgment was issued against Mylan and its co-defendants in the total amount of approximately $69.0 million, which, in the case of three of the plaintiffs, reflects trebling of the compensatory damages in the original verdict (approximately $11.0 million in total) and, in the case of the fourth plaintiff, reflects their amount of the compensatory damages in the original jury verdict plus doubling this compensatory damage award as punitive damages assessed against each of the defendants (approximately $58.0 million in total), some or all of which may be subject to indemnification obligations by Mylan. Plaintiffs are also seeking an award of attorneys’ fees and litigation costs in unspecified amounts and prejudgment interest of approximately $8.0 million. The Company and its co-defendants appealed to the U.S. Court of Appeals for the D.C. Circuit and have challenged the verdict as legally erroneous on multiple grounds. The appeals were held in abeyance pending a ruling on the motion for prejudgment interest, which has been granted. Mylan has contested this ruling along with the liability finding and other damages awards as part of its appeal, which was filed in the Court of Appeals for the D.C. Circuit. On January 18, 2011, the Court of Appeals issued a judgment remanding the case to the District Court for further proceedings based on lack of diversity with respect to certain plaintiffs. On June 13, 2011, Mylan filed a certiorari petition with the U.S. Supreme Court requesting review of the judgment of the D.C. Circuit. On October 3, 2011, the certiorari petition was denied. The case will now proceed before the District Court where several motions are currently pending. In connection with the Company’s appeal of the judgment, the Company submitted a surety bond underwritten by a third-party insurance company in the amount of $74.5 million. This surety bond is secured by an irrevocable letter of credit for $24.5 million issued under the Senior Credit Agreement.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

Pricing and Medicaid Litigation

Beginning in September 2003, Mylan, MPI and/or UDL Laboratories Inc. (“UDL”), together with many other pharmaceutical companies, have been named in civil lawsuits filed by state attorneys general (“AGs”) and municipal bodies within the state of New York alleging generally that the defendants defrauded the state Medicaid systems by allegedly reporting “Average Wholesale Prices” and/or “Wholesale Acquisition Costs” that exceeded the actual selling price of the defendants’ prescription drugs, causing state programs to overpay pharmacies and other providers. To date, Mylan, MPI and/or UDL have been named as defendants in substantially similar civil lawsuits filed by the AGs of Alabama, Alaska, California, Florida, Hawaii, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, Missouri, Oklahoma, South Carolina, Texas, Utah and Wisconsin, and also by the city of New York and approximately 40 counties across New York State. Several of these cases have been transferred to the AWP multi-district litigation proceedings pending in the U.S. District Court for the District of Massachusetts for pretrial proceedings. Other cases will likely be litigated in the state courts in which they were filed. Each of the cases seeks money damages, civil penalties and/or double, treble or punitive damages, counsel fees and costs, equitable relief and/or injunctive relief. Mylan and its subsidiaries have denied liability and are defending each of these actions vigorously.

In May 2008, an amended complaint was filed in the U.S. District Court for the District of Massachusetts by a private plaintiff on behalf of the United States of America against Mylan, MPI, UDL and several other generic manufacturers. The original complaint was filed under seal in April 2000, and Mylan, MPI and UDL were added as parties in February 2001. The claims against Mylan, MPI, UDL and the other generic manufacturers were severed from the April 2000 complaint (which remains under seal) as a result of the federal government’s decision not to intervene in the action as to those defendants. The complaint alleged violations of the False Claims Act and set forth allegations substantially similar to those alleged in the state AG cases mentioned in the preceding paragraph and purported to seek nationwide recovery of any and all alleged overpayment of the “federal share” under the Medicaid program, as well as treble damages and civil penalties. In December 2010, the Company completed a settlement of this case (except for the claims related to the California federal share) and the Texas state action mentioned above. This settlement resolved a significant portion of the damages claims asserted against Mylan, MPI and UDL in the various pending pricing litigations. In addition, Mylan has reached settlements of the Alabama, Alaska, California (including the “federal share”), Florida, Hawaii, Idaho, Iowa, Kansas, Kentucky, Massachusetts, Mississippi, New York state and county, South Carolina, and Utah state actions. The Company has also reached agreements in principle to settle the Louisiana and Oklahoma actions, which settlements are contingent upon the execution of definitive settlement documents. With regard to the remaining state actions, the Company continues to believe that it has meritorious defenses and is vigorously defending itself in those actions. The Company had accrued approximately $115.0 million at December 31, 2011. Following settlements of certain of these matters and settlement payments of approximately $82.0 million during the three months ended March 31, 2012, the Company has a remaining accrual of approximately $33.0 million at March 31, 2012. The Company reviews the status of these actions on an ongoing basis, and from time to time, the Company may settle or otherwise resolve these matters on terms and conditions that management believes are in the best interests of the Company. There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed the amounts currently provided for. However, the range of possible loss above the amount provided for cannot be reasonably estimated.

Mylan Specialty (formerly known as Dey) was named as a defendant in several class actions brought by consumers and third-party payors. Mylan Specialty has reached a settlement of these class actions, which has been approved by the court and all claims have been dismissed. Additionally, a complaint was filed under seal by a plaintiff on behalf of the United States of America against Dey in August 1997. In August 2006, the Government filed its complaint-in-intervention and the case was unsealed in September 2006. The Government asserted that Dey was jointly liable with a codefendant and sought recovery of alleged overpayments, together

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

with treble damages, civil penalties and equitable relief. Dey completed a settlement of this action in December 2010. These cases all have generally alleged that Dey falsely reported certain price information concerning certain drugs marketed by Dey, that Dey caused false claims to be made to Medicaid and to Medicare, and that Dey caused Medicaid and Medicare to make overpayments on those claims.

Under the terms of the purchase agreement with Merck KGaA, Mylan is fully indemnified for these claims and Merck KGaA is entitled to any income tax benefit the Company realizes for any deductions of amounts paid for such pricing litigation. Under the indemnity, Merck KGaA is responsible for all settlement and legal costs, and, as such, these settlements had no impact on the Company’s Condensed Consolidated Statements of Operations. At March 31, 2012, the Company has accrued approximately $69.2 million in other current liabilities, which represents its estimate of the remaining amount of anticipated income tax benefits due to Merck KGaA. Substantially all of Mylan Specialty’s known claims with respect to this pricing litigation have been settled.

Modafinil Antitrust Litigation and FTC Inquiry

Beginning in April 2006, Mylan and four other drug manufacturers have been named as defendants in civil lawsuits filed in or transferred to the U.S. District Court for the Eastern District of Pennsylvania by a variety of plaintiffs purportedly representing direct and indirect purchasers of the drug Modafinil and in a lawsuit filed by Apotex, Inc., a manufacturer of generic drugs, seeking approval to market a generic Modafinil product. These actions allege violations of federal and state laws in connection with the defendants’ settlement of patent litigation relating to Modafinil. On March 29, 2010, the Court in the Eastern District of Pennsylvania denied the defendants’ motions to dismiss. Fact discovery closed on February 11, 2011. No date has been set for briefing on dispositive motions. Mylan is defending each of these actions vigorously.

In addition, by letter dated July 11, 2006, Mylan was notified by the U.S. Federal Trade Commission (“FTC”) of an investigation relating to the settlement of the Modafinil patent litigation. In its letter, the FTC requested certain information from Mylan, MPI and Mylan Technologies, Inc. pertaining to the patent litigation and the settlement thereof. On March 29, 2007, the FTC issued a subpoena, and on April 26, 2007, the FTC issued a civil investigative demand to Mylan, requesting additional information from the Company relating to the investigation. Mylan has cooperated fully with the government’s investigation and completed all requests for information. On February 13, 2008, the FTC filed a lawsuit against Cephalon in the U.S. District Court for the District of Columbia and the case has subsequently been transferred to the U.S. District Court for the Eastern District of Pennsylvania. On July 1, 2010, the FTC issued a third party subpoena to Mylan, requesting documents in connection with its lawsuit against Cephalon. Mylan has responded to the subpoena. Mylan is not named as a defendant in the FTC’s lawsuit, although the complaint includes certain allegations pertaining to the Mylan/Cephalon settlement.

Digitek ^® Recall

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

plaintiffs in a majority of the claims and lawsuits. Mylan and UDL will not contribute monetarily to the settlements, but will be dismissed with prejudice from any settled cases. Any lawsuits in which the plaintiffs choose to opt out of this settlement will continue to be litigated. As of April 11, 2012, approximately five plaintiffs who opted out of the settlement continue to pursue claims, and some of these cases may go to trial in 2012. An adverse outcome in these lawsuits or the inability or denial of Actavis to pay on an indemnified claim could have a materially negative impact on the Company’s financial position, results of operations or cash flows, although the range of possible loss cannot be reasonably estimated.

EU Commission Proceedings

On or around July 8, 2009, the European Commission (the “EU Commission” or the “Commission”) stated that it had initiated antitrust proceedings pursuant to Article 11(6) of Regulation No. 1/2003 and Article 2(1) of Regulation No. 773/2004 to explore possible infringement of Articles 81 and 82 EC and Articles 53 and 54 of the EEA Agreement by Les Laboratoires Servier (“Servier”) as well as possible infringement of Article 81 EC by the Company’s Indian subsidiary, Mylan Laboratories Limited (formerly known as Matrix Laboratories Limited), and four other companies, each of which entered into agreements with Servier relating to the product Perindopril. Mylan Laboratories Limited is cooperating with the EU Commission in connection with the investigation. No statement of objections has been filed against Mylan Laboratories Limited in connection with its investigation. Mylan Laboratories Limited, Mylan S.A.S. and Generics [U.K.] Ltd. have received requests for information from the EU Commission in connection with this matter, and have responded and are cooperating with the Commission in this investigation.

In addition, the EU Commission is conducting a pharmaceutical sector inquiry involving approximately 100 companies concerning the introduction of innovative and generic medicines. Mylan S.A.S. has responded to the questionnaires received in connection with the sector inquiry and has produced documents and other information in connection with the inquiry.

On October 6, 2009, the Company received notice that the EU Commission was initiating an investigation pursuant to Article 20(4) of Regulation No. 1/2003 to explore possible infringement of Articles 81 and 82 EC by the Company and its affiliates. Mylan S.A.S., acting on behalf of its Mylan affiliates, has produced documents and other information in connection with the inquiry and continues to respond to other requests for additional information. The Company is cooperating with the Commission in connection with the investigation, and no statement of objections has been filed against the Company in connection with the investigation.

On March 19, 2010, Mylan and Generics [U.K.] Ltd. received notice that the EU Commission had opened proceedings against Lundbeck with respect to alleged unilateral practices and/or agreements related to Citalopram in the European Economic Area. Mylan and Generics [U.K.] Ltd. have received requests for information from the EU Commission in connection with any agreements between Lundbeck and Generics [U.K.] Ltd. concerning Citalopram. Generics [U.K.] Ltd. has responded to additional requests for information. Both companies are cooperating with the EU Commission. No statement of objections has been filed in connection with this investigation.

U.K. Office of Fair Trading

On August 12, 2011 Generics [U.K.] Ltd. received notice that the Office of Fair Trading was opening an investigation to explore the possible infringement of the Competition Act 1998 and Article 101 and 102 on the Functioning of the European Union, with respect to alleged agreements related to Paroxetine. Generics [U.K.] Ltd. has produced documents and information and continues to respond to additional requests for information in connection with this inquiry and is continuing to cooperate with the investigation. No statement of objections has been filed in connection with this investigation.

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

Product Liability

The Company is involved in a number of product liability lawsuits and claims related to alleged personal injuries arising out of certain products manufactured and/or distributed by the Company, including but not limited to its fentanyl transdermal system, phenytoin and Amnesteem ^® . The Company believes that it has meritorious defenses to these lawsuits and claims and is vigorously defending itself with respect to those matters. From time to time, the Company has agreed to settle or otherwise resolve certain lawsuits and claims on terms and conditions that are in the best interests of the Company. During 2010, the Company accrued $41.0 million in connection with certain settlements and certain remaining claims. The Company has paid approximately $6.7 million during the three months ended March 31, 2012 and approximately $15.0 million during the year ended December 31, 2011.

There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed the amounts currently provided for. However, the range of possible loss above the amount provided for cannot be reasonably estimated.

Other Litigation

Beaufour Ipsen Pharma (“Ipsen”) sued Merck Generiques (n/k/a Mylan S.A.S.) for unfair competition on October 11, 2007, following Mylan S.A.S.’s receipt of market authorization for Vitalogink earlier in 2007 (prior to Mylan’s acquisition of the former Merck Generics business). The Commercial Court of Paris dismissed Ipsen’s claim in a January 2008 decision. Ipsen filed an appeal of this decision to the Paris Appeals Court in March 2008. On April 28, 2011, the Paris Appeals Court reversed the decision of the Commercial Court of Paris and found that Mylan S.A.S. is liable for unfair competition and further ordered damages against Mylan S.A.S. in the amount of €17.0 million (approximately $24.0 million), which was subsequently paid by Mylan S.A.S. The Company believes the Court erred in its decision and has filed an appeal, believing that it has meritorious defenses to this claim, and is vigorously defending itself with respect to this matter.

On February 10, 2012, a jury verdict was rendered in a patent infringement lawsuit filed in the United States District Court for the District of Delaware by Sunovion Pharmaceuticals Inc. (f/k/a Sepracor Inc.) against Mylan Inc., Mylan Pharmaceuticals Inc., Dey Inc. and Dey Pharma, L.P. (n/k/a Mylan Specialty L.P.) in relation to Dey’s abbreviated new drug application for levalbuterol hydrochloride (HCl) inhalation solution. The jury awarded $18.0 million in monetary damages for lost profits and royalties, which has been accrued by the Company in 2011. The jury also found that Dey willfully infringed the subject patents. The Company believes the jury erred in its verdict and intends to seek reversal through post-trial motions, which are pending, and, if necessary, an appeal of the verdict. Dey has filed post-trial motions seeking (1) a judgment as a matter of law in Dey’s favor on the issue of willfulness and (2) a new trial on invalidity, willfulness and damages. Sunovion has filed post-trial motions seeking (1) a revocation of Dey’s final approval for levalbuterol concentrate until April 20, 2013, (2) a permanent injunction on all strengths until August 20, 2013 and (3) treble damages, attorneys’ fees, prejudgment interest and other expenses and costs. Sunovion’s enhanced damages motion requests that the court, in its discretion, increase the damages award by an incremental amount up to a maximum of $36 million. Pursuant to a supply agreement relating to this product, a third party is responsible for reimbursing Mylan Specialty for a substantial portion of damages paid for this matter. Sunovion’s motion for summary judgment on Dey’s inequitable conduct claim is pending.

On April 16, 2012, the Federal Circuit reversed and vacated a judgment of invalidity by the United States District Court for the District of Delaware in a patent infringement lawsuit by Eurand, Inc. (n/k/a Aptalis Pharmatech, Inc.), Cephalon, Inc., and Anesta AG against Mylan Inc. and Mylan Pharmaceuticals Inc. in relation to Mylan Pharmaceuticals Inc.’s abbreviated new drug application for extended-release cyclobenzaprine

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)

hydrochloride. On May 12, 2011, the District Court found, after trial, the patents-in-suit invalid as obvious. On May 13, 2011, Mylan Pharmaceuticals Inc. launched its cyclobenzaprine hydrochloride extended-release capsules. Plaintiffs appealed the District Court’s finding of obviousness to the Federal Circuit, and on May 24, 2011, the District Court issued an injunction order enjoining Mylan from selling any additional cyclobenzaprine products pending the Federal Circuit’s decision. Plaintiffs were required to post a $10 million bond. Mylan appealed the District Court’s injunction and filed a motion to stay the injunction pending resolution of the appeal. On May 25, 2011, the Federal Circuit temporarily stayed the injunction pending full briefing on Mylan’s motion to stay. On July 7, 2011, the Federal Circuit reinstated the injunction preventing further sales pending a decision on the appeal. On April 16, 2012, the Federal Circuit reversed and vacated the District Court’s invalidity judgment and dismissed without prejudice Mylan’s appeal of the injunction. The injunction will remain in place for 45-days post-mandate, or until further order of the District Court, whichever occurs sooner. The Company believes the Federal Circuit erred in its decision and intends to explore all legal options.

In these and other situations, the Company has used its business judgment to decide to market and sell products, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch” situation). The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include, among other things, damages measured by the profits lost by the patent owner and not necessarily by the profits earned by the infringer. In the case of willful infringement, the definition of which is subjective, such damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than bioequivalent products. An adverse decision in cases involving an “at-risk launch” could have a material adverse effect on our financial position, including our results of operations and cash flows. There are no assurances that settlements reached and/or adverse judgments rendered in such cases, if any, will not exceed the amounts currently provided for. However, the range of possible loss above the amounts provided for these matters cannot be reasonably estimated.

The Company is involved in various other legal proceedings that are considered normal to its business, including but not limited to certain proceedings assumed as a result of the acquisition of the former Merck Generics business. While it is not possible to predict the ultimate outcome of such other proceedings, the ultimate outcome of any such proceeding is not currently expected to be material to the Company’s financial position, results of operations or cash flows.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis addresses material changes in the financial condition and results of operations of Mylan Inc. and subsidiaries (the “Company,” “Mylan” or “we”) for the periods presented. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, the unaudited interim Condensed Consolidated Financial Statements and related Notes included in Part I — ITEM 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and our other Securities and Exchange Commission (“SEC”) filings and public disclosures. The interim results of operations for the three months ended March 31, 2012 and the interim cash flows for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.

This Form 10-Q may contain “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about our market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks described below under “Risk Factors” in Part II, ITEM 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the filing date of this Form 10-Q.

Executive Overview

Mylan ranks among the leading generic and specialty pharmaceutical companies in the world, offering one of the industry’s broadest and highest quality product portfolios, a robust pipeline and a global commercial footprint that spans more than 150 countries and territories. With a workforce of more than 18,000 employees and external contractors, Mylan has attained leading positions in key international markets through its wide array of dosage forms and delivery systems, significant manufacturing capacity, global scale and commitment to customer service. Through its Indian subsidiary, Mylan Laboratories Limited (formerly known as Matrix Laboratories Limited), Mylan operates one of the world’s largest active pharmaceutical ingredient (“API”) manufacturers with respect to the number of drug master files filed with regulatory agencies. This capability makes Mylan one of only two global generics companies with a comprehensive, vertically integrated supply chain.

Mylan has two segments, “Generics” and “Specialty.” Generics primarily develops, manufactures, sells and distributes generic or branded generic pharmaceutical products in tablet, capsule, injectable or transdermal patch form, as well as API. Specialty engages mainly in the manufacture and sale of branded specialty nebulized and injectable products. We also report in Corporate/Other certain research and development expenses, general and administrative expenses, litigation settlements, amortization of intangible assets and certain purchase accounting items, impairment charges, if any, and other items not directly attributable to the segments.

Our specialty pharmaceutical business is conducted through a wholly owned subsidiary formerly known as Dey, the name of which was changed in March 2012 to Mylan Specialty.

Financial Summary

For the three months ended March 31, 2012, Mylan reported total revenues of $1.59 billion compared to $1.45 billion for the three months ended March 31, 2011. This represents an increase in revenues of $143.4 million, or 9.9%. Consolidated gross profit for the current quarter was $666.3 million, compared to

$590.9 million in the comparable prior year period, an increase of $75.4 million, or 12.8%. For the current quarter, earnings from operations were $246.4 million, compared to $211.7 million for the three months ended March 31, 2011, an increase of $34.7 million or 16.4%.

The net earnings attributable to Mylan Inc. common shareholders for the three months ended March 31, 2012 were $129.1 million, and earnings per diluted share were $0.30. In the quarter ended March 31, 2011, the net earnings attributable to Mylan Inc. common shareholders were $104.2 million, and earnings per diluted share were $0.23. A more detailed discussion of the Company’s financial results can be found below in the section titled “Results of Operations.”

Results of Operations

Three Months Ended March 31, 2012, Compared to Three Months Ended March 31, 2011

Total Revenues and Gross Profit

For the current quarter, Mylan reported total revenues of $1.59 billion compared to $1.45 billion in the comparable prior year period. Total revenues include both net revenues and other revenues from third parties. Third party net revenues for the current quarter were $1.57 billion compared to $1.44 billion for the same prior year period, representing an increase of $136.6 million, or 9.5%. Other third party revenues for the current quarter were $19.3 million compared to $12.4 million in the same prior year period, an increase of $6.9 million. Other revenues for the three months ended March 31, 2012 include $8.7 million of revenue related to our clean energy investment subsidiary, whose activities qualify for tax credits under section 45 of the Internal Revenue Code (“IRC”), which we acquired at the end of 2011.

Mylan’s current quarter revenues were impacted by the effect of foreign currency translation, primarily reflecting changes in the U.S. Dollar as compared to the currencies of Mylan’s Euro-denominated subsidiaries, as well as the currencies of Mylan’s subsidiaries in Australia, Japan and India. The unfavorable impact of foreign currency translation on current quarter total revenues was approximately $25 million, or 2%.

Gross profit for the three months ended March 31, 2012 was $666.3 million, and gross margins were 41.8%. For the three months ended March 31, 2011, gross profit was $590.9 million, and gross margins were 40.8%. Gross profit for the current quarter is impacted by the amortization of acquired intangible assets, and other items primarily associated with purchase accounting as described further in the section titled “Adjusted Earnings.” These items totaled approximately $91.7 million. Additionally, current quarter gross profit includes the cost of goods sold by our clean energy investment subsidiary of $10.7 million. Excluding such items, gross margins would have been approximately 48%. Prior year gross profit is impacted by purchase accounting and other items in the amount of $90.8 million. Excluding such items, gross margins in the prior year would have been approximately 47%. The increase was primarily the result of new product introductions in North America and favorable pricing on the EPIPEN ^® auto-injector, partially offset by the impact of pricing reductions in all regions of our generics segment.

From time to time, a limited number of our products may represent a significant portion of our net revenues, gross profit and net earnings. Generally, this is due to the timing of new product launches and the amount, if any, of additional competition in the market. Our top ten products in terms of sales, in the aggregate, represented approximately 29% of total revenues in the three months ended March 31, 2012.

Generics Segment

For the current quarter, Generics third party net revenues were $1.41 billion compared to $1.34 billion in the comparable prior year period, an increase of $71.4 million, or 5.3%. Translating Generics third party net revenues for the current quarter at prior year quarter foreign currency exchange rates would have resulted in year-over-year growth of approximately $97 million, or 7%. Generics sales are derived primarily in or from North America, Europe, the Middle East and Africa (collectively, “EMEA”) and India, Australia, Japan and New Zealand (collectively, “Asia Pacific”).

Third party net revenues from North America were $776.6 million for the current quarter, compared to $674.3 million for the comparable prior year period, representing an increase of $102.3 million, or 15.2%. The increase in current year net revenues was driven by new product launches, partially offset by lower sales of existing products mainly attributable to lower volumes.

The increase in current quarter third party net revenues from new product launches totaled approximately $211.1 million. Products generally contribute most significantly to revenues and gross margins at the time of their launch, even more so in periods of market exclusivity, or in periods of limited generic competition. As such, the timing of new product introductions can have a significant impact on Mylan’s financial results. The most significant new product launched in the first quarter was Escitalopram Tablets USP, 5 mg, 10 mg and 20 mg, the first equivalent product to Forest Laboratories’ Lexapro ^® , which is used for acute and maintenance treatment of major depressive disorder and acute treatment of generalized anxiety disorder.

The entrance into the market of additional competition generally has a negative impact on the volume and pricing of the affected products. Additionally, pricing is often affected by factors outside of the Company’s control. The effect of foreign currency translation was insignificant within North America.

Third party net revenues from EMEA were $335.6 million for the three-month period ended March 31, 2012, compared to $389.1 million for the comparable prior year period, a decrease of $53.5 million, or 13.7%. Translating current quarter third party net revenues from EMEA at comparable prior year period exchange rates would have resulted in a year-over-year decrease in third party net revenues, excluding the effect of foreign currency, of approximately $39 million, or 10%. This decrease was the result of competitive market conditions, which resulted in lower pricing in a number of European markets in which Mylan operates.

Local currency revenues from Mylan’s business in France decreased as compared to the prior year as a result of the impact of lower pricing and volume due to an increasingly competitive market, partially offset by new product launches. Despite the competitive market conditions, the market share in France remained relatively stable in the first quarter of 2012, and we remain the market leader.

In Italy, excluding the effect of foreign currency, third party net revenues increased approximately 8% as a result of successful product launches and increased market penetration, which has favorably affected sales volume. Italy is one of the fastest growing markets in Europe. Our growth in Italy outpaced the market in terms of both volume and sales value. In Spain, another fast-growing market, we continued to see our sales grow along with the overall market. Volume growth in Spain on new and existing products offset the unfavorable impact of government-imposed pricing reductions.

In addition to Spain and Italy, certain other markets in which we do business have recently undergone government-imposed price reductions, and further government-imposed price reductions are expected in the future. Such measures, along with the tender systems discussed below, are likely to have a negative impact on sales and gross profit in these markets. However, pro-generic government initiatives in certain markets could help to offset some of this unfavorable effect by potentially increasing rates of generic substitution.

A number of markets in which we operate have implemented or may implement tender systems for generic pharmaceuticals in an effort to lower prices. Generally speaking, tender systems can have an unfavorable impact on revenue and profitability. Under such tender systems, manufacturers submit bids which establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive a preferential reimbursement for a period of time. The tender system often results in companies underbidding one another by proposing low pricing in order to win the tender. Additionally, the loss of a tender by a third party to whom we supply API can also have a negative impact on our sales and profitability. Sales, primarily in Germany, continue to be negatively affected by the impact of tender systems.

In Asia Pacific, third party net revenues were $298.7 million for the three-month period ended March 31, 2012, compared to $276.1 million for the comparable prior year period, an increase of $22.6 million, or 8.2%. Excluding the unfavorable effect of foreign currency translation, calculated as described above, the increase was approximately $32 million, or 12%. This increase is primarily driven by higher third party sales from India, with growth in third party sales in Japan and New Zealand also contributing, partially offset by lower sales in Australia.

The increase in third party net revenues in India is due to double-digit growth, excluding the effect of foreign currency, in sales of anti-retroviral (“ARV”) finished dosage form (“FDF”) generic products, which are used in the treatment of HIV/AIDS, as well as higher third-party sales of API. In addition to third party sales, the Asia Pacific region also supplies both FDF generic products and API to Mylan subsidiaries in conjunction with Mylan’s vertical integration strategy. Intercompany revenues recognized by the Asia Pacific region were $65.2 million for the three months ended March 31, 2012, compared to $52.9 million in the prior year. These intercompany sales eliminate within, and therefore are not included in, Generics or consolidated net revenues.

In Japan, third party net revenues were favorably impacted by overall market growth. In Australia, sales were negatively impacted, both in terms of pricing and volume, by the most significant government-imposed pricing reform in the country’s history. As in EMEA, both Australia and Japan have undergone government-imposed price reductions which have had, and could continue to have, a negative impact on sales and gross profit in these markets.

Specialty Segment

For the current quarter, Specialty reported third party net revenues of $162.3 million, an increase of $65.3 million, or 67.3%, from the comparable prior year period of $97.0 million. The increase was the result of higher sales, in terms of both volume and pricing, of the EPIPEN ^® auto-injector, which is used in the treatment of severe allergic reactions (anaphylaxis). The EPIPEN ^® auto-injector is the number one prescribed epinephrine auto-injector with more than 95% market share in the U.S. and more than 90% market share worldwide. The market continues to grow as awareness of the risk of anaphylaxis increases.

Operating Expenses

Research and development expense (“R&D”) for the three months ended March 31, 2012 was $81.0 million, compared to $75.3 million in the same prior year period, an increase of $5.7 million. R&D increased due primarily to the timing of internal and external product development projects, partially offset by a favorable impact from foreign currency.

Selling, general and administrative expense (“SG&A”) for the current quarter was $336.8 million, compared to $280.0 million for the same prior year period, an increase of $56.8 million. SG&A increased as a result of increased employee benefit costs, including increased costs for retirement and post-employment programs, and increased marketing costs related to the EPIPEN ^® auto-injector including our direct-to-consumer marketing campaign, offset by a favorable impact from foreign currency.

Litigation Settlements, net

During the three months ended March 31, 2012, the Company recorded $2.2 million in net charges for litigation settlements.

Interest Expense

Interest expense for the three months ended March 31, 2012 totaled $82.4 million, compared to $84.4 million for the three months ended March 31, 2011. The decrease is primarily due to lower interest expense

on variable rate debt instruments. Included in interest expense is the amortization of the discounts on our convertible debt instruments and 2018 Senior Notes, net of amortization of the premium on our 2020 Senior Notes, which totals $13.3 million for the current quarter and $11.9 million for the same prior year period. Included in interest expense for the current quarter is $8.2 million of accretion of our contingent consideration liability related to 2011 acquisitions.

Other (Expense) Income, net

Other (expense) income, net, was expense of $5.7 million in the current quarter compared to income of $3.3 million in the comparable prior year period. Other (expense) income, net, includes certain foreign exchange transaction gains and losses and interest and dividend income.

Adjusted Earnings

Adjusted earnings are an alternative view of performance used by management. Management believes that, primarily due to acquisitions, an evaluation of the Company’s ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with accounting principles generally accepted in the U.S. (“GAAP”), and management also believes that investors’ understanding of our performance is enhanced by these adjusted measures. Adjusted Earnings and Adjusted Earnings per Diluted Share (“Adjusted EPS”) are two of the most important internal financial metrics related to the ongoing operating performance of the Company. Actual internal and forecasted operating results and annual budgets include Adjusted Earnings and Adjusted EPS, and the financial performance of the Company is measured by senior management on this basis along with other performance metrics. Management’s annual incentive compensation is derived in part based on the Adjusted EPS metric.

Whenever the Company uses such non-GAAP measures, it will provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP measures to their most closely applicable GAAP measure set forth below and should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. Additionally, since Adjusted Earnings and Adjusted EPS are not measures determined in accordance with GAAP, they have no standardized meaning prescribed by GAAP and, therefore, may not be comparable to the calculation of similar measures of other companies.

The significant items excluded from Adjusted Earnings and Adjusted EPS include:

Acquisition-Related Items

Adjusted Earnings and Adjusted EPS exclude the ongoing impact of certain amounts recorded in connection with acquisitions. These amounts include the amortization of intangible assets and inventory step-up, as well as intangible asset impairment charges and the accretion and fair value adjustments related to contingent consideration. Amounts also include integration costs, as well as other costs associated with acquisitions, such as severance costs, which are not part of a formal restructuring program. These costs are excluded because management believes that excluding these costs is helpful for understanding the performance of the business.

Restructuring and Other Special Items

Adjusted Earnings and Adjusted EPS exclude costs related to restructuring and other actions as applicable. These amounts include items such as employee separation costs, exit costs and accelerated depreciation associated with facilities to be closed or divested. The Company has undertaken restructurings of different types during the covered periods and therefore these charges should not be considered non-recurring; however, management

excludes these amounts from Adjusted Earnings and Adjusted EPS because it believes it is helpful for understanding the performance of the business. Also excluded from Adjusted Earnings and Adjusted EPS are the operating results of the Company’s clean energy investment subsidiary, whose activities qualify for tax credits under section 45 of the IRC; only included is the net tax effect of the subsidiary’s activities.

Litigation Settlements, net

Adjusted Earnings and Adjusted EPS exclude charges and gains related to legal matters, such as those discussed in the Notes to Condensed Consolidated Financial Statements — Note 14, “Contingencies.” Normal, ongoing defense costs of the Company made in the normal course of our business are not excluded from Adjusted Earnings or Adjusted EPS.

A reconciliation between net earnings attributable to Mylan Inc. common shareholders and diluted earnings per share attributable to Mylan Inc. common shareholders, as reported under U.S. GAAP, and Adjusted Earnings and Adjusted EPS for the periods shown follows:


	Three months ended March 31,
*(In millions, except per share amounts)*	2012					2011
GAAP net earnings attributable to Mylan Inc. and diluted GAAP EPS	$	129.1		$	0.30	$	104.2		$	0.23
Purchase accounting related amortization (included in cost of sales)		89.5					86.7
Litigation settlements, net		2.2					24.0
Interest expense, primarily amortization of convertible debt discount		13.3					11.9
Non-cash accretion of contingent consideration liability		8.2					—
Clean energy investment subsidiary revenue ^(a)		(8.7	)				—
Restructuring and other special items included in:
Cost of sales		12.9					4.1
Research and development expense		1.4					0.6
Selling, general and administrative expense		24.6					12.4
Other (expense) income, net		2.3					—
Tax effect of the above items and other income tax related items		(50.3	)				(47.0	)

Adjusted net earnings attributable to Mylan Inc. and adjusted diluted EPS	$	224.5		$	0.52	$	196.9		$	0.44

Weighted average diluted common shares outstanding		432.4					448.5

^(a)	Adjustment represents exclusion of revenue related to our ownership of a clean energy investment subsidiary, whose activities qualify for tax credits under section 45 of the IRC. Amount is included in other revenue.

Net earnings attributable to Mylan Inc. increased $24.9 million or 24% to $129.1 million for the three months ended March 31, 2012 as compared to $104.2 million for the prior year comparable period. Diluted earnings per common share attributable to Mylan Inc. increased from $0.23 to $0.30 for the three months ended March 31, 2012 compared to the same prior year period. Adjusted earnings increased $27.6 million or 14% to $224.5 million for the three months ended March 31, 2012 as compared to adjusted earnings of $196.9 million for the prior year comparable period. Adjusted diluted earnings per common share attributable to Mylan Inc. increased from $0.44 to $0.52 for the three months ended March 31, 2012 compared to the same prior year period. The increase in adjusted earnings and adjusted earnings per share was largely driven by new product launches in North America and increased sales in the Specialty Segment.

Liquidity and Capital Resources

Our primary source of liquidity is cash provided by operations. We believe that cash provided by operating activities and available liquidity will continue to allow us to meet our needs for working capital, capital

expenditures, interest and principal payments on debt obligations and other cash needs over the next several years. Nevertheless, our ability to satisfy our working capital requirements and debt service obligations, or fund planned capital expenditures, will substantially depend upon our future operating performance (which will be affected by prevailing economic conditions), and financial, business and other factors, some of which are beyond our control.

Net cash used in operating activities increased by $63.5 million to $109.1 million for the three months ended March 31, 2012, as compared to net cash used in operating activities of $45.6 million for the three months ended March 31, 2011. The net increase in cash used in operating activities was principally due to the following:

•

a net increase in the amount of cash used through changes in accounts payable of $61.1 million as a result of the timing of cash payments;

•

a net increase in the amount of cash used through changes in income taxes of $46.6 million as a result of the level of estimated tax payments made during the current quarter; and

•

an increase in cash used for other operating assets and liabilities of $25.4 million, consisting of litigation payments, and cash payments for interest and bonuses.

These items were partially offset by less cash used for accounts receivable, including estimated sales allowances, of $57.9 million reflecting the timing of sales and cash collections.

Cash used in investing activities was $106.2 million for the three months ended March 31, 2012, as compared to $43.4 million for the three months ended March 31, 2011, an increase of $62.8 million. Capital expenditures, primarily for equipment, were approximately $36 million in the current quarter. The decrease as compared to 2011 is the result of the timing of expenditures. While there can be no assurance that current expectations will be realized, capital expenditures for the 2012 calendar year are expected to be between $300 million and $400 million.

Also during the three months ended March 31, 2012, the Company paid approximately $70 million to acquire product rights and licenses, the majority of which relates to two dermatological products acquired from Valeant Pharmaceuticals. This cash outflow is included in other investing activities on the Condensed Consolidated Statements of Cash Flows.

Cash provided by financing activities was $91.9 million for the three months ended March 31, 2012, as compared to a cash inflow of $18.0 million for the three months ended March 31, 2011. During the three months ended March 31, 2012, we repaid our $600.0 million Senior Convertible Notes, which matured in March 2012, and funded the quarterly payment on the U.S. Term Loans as required under the Senior Credit Agreement. Net borrowings under our Revolving Facility totaled $385.0 million, and in addition, we borrowed $285.0 million under our Receivables Facility. The proceeds of these borrowings were principally utilized to fund the debt payments described above.

The Company has approximately $70 million of long-term debt due for the remainder of 2012 and approximately $94 million due in 2013. Our current intention is to repay such amounts at maturity using available liquidity.

As of March 31, 2012, because the closing price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day in the March 31, 2012 period was more than 130% of the applicable conversion reference price of $13.32, the $575.0 million of Cash Convertible Notes were convertible. Although the Company’s experience is that convertible debentures are not normally converted by investors until close to their maturity date, it is possible that debentures could be converted prior to their maturity date if, for example, a holder perceives the market for the debentures to be weaker than the market for the common stock. Upon an investor’s election to convert, the Company is required to pay the full conversion value

in cash. The amount payable per $1,000 notional bond would be calculated as the product of (1) the conversion reference rate (currently 75.0751) and (2) the average Daily Volume Weighted Average Price per share of common stock for a specified period following the conversion date. Any payment above the principal amount is matched by a convertible note hedge. Should holders elect to convert, we intend to draw on our revolving credit facility to fund any principal payments. The facility is a secured revolving credit agreement expiring in October 2013, with available capacity of approximately $1.2 billion at March 31, 2012.

We are involved in various legal proceedings that are considered normal to our business. While it is not feasible to predict the outcome of such proceedings, an adverse outcome in any of these proceedings could materially affect our financial position and results of operations, including our operating cash flow. We have approximately $120 million accrued for such legal contingencies. Additionally, for certain contingencies assumed in conjunction with the acquisition of the former Merck Generics business, Merck KGaA, the seller, has indemnified Mylan. The inability or denial of Merck KGaA to pay on an indemnified claim could have a material effect on our financial position, results of operations or cash flows.

We are actively pursuing, and are currently involved in, joint projects related to the development, distribution and marketing of both generic and branded products. Many of these arrangements provide for payments by us upon the attainment of specified milestones. While these arrangements help to reduce the financial risk for unsuccessful projects, fulfillment of specified milestones or the occurrence of other obligations may result in fluctuations in cash flows.

We are continuously evaluating the potential acquisition of products, as well as companies, as a strategic part of our future growth. Consequently, we may utilize current cash reserves or incur additional indebtedness to finance any such acquisitions, which could impact future liquidity. In addition, on an ongoing basis, we review our operations including the evaluation of potential divestitures of products and businesses as part of our future strategy. Any divestitures could impact future liquidity.

At March 31, 2012 and December 31, 2011, we had $75.9 million and $79.8 million outstanding under existing letters of credit. Additionally, as of March 31, 2012, we had $79.9 million available under the $125.0 million subfacility on our Senior Credit Agreement for the issuance of letters of credit.

Mandatory minimum repayments remaining on the outstanding borrowings under the term loans and notes at notional amounts at March 31, 2012 are as follows for each of the periods ending December 31:


	U.S. Term Loans		Cash Convertible Notes		2017 Senior Notes		2018 Senior Notes		2020 Senior Notes		Total
*(In thousands)*
2012	$	70,313	$	—	$	—	$	—	$	—	$	70,313
2013		93,750		—		—		—		—		93,750
2014		125,000		—		—		—		—		125,000
2015		187,500		575,000		—		—		—		762,500
2016		750,000		—		—		—		—		750,000
Thereafter		—		—		550,000		800,000		1,000,000		2,350,000

Total	$	1,226,563	$	575,000	$	550,000	$	800,000	$	1,000,000	$	4,151,563

The Senior Credit Agreement contains customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of business and insurance, collateral matters and compliance with laws, as well as customary negative covenants for facilities of this type, including limitations on the incurrence of indebtedness and liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates,

dispositions of assets, payments of dividends and other restricted payments, prepayments or amendments to the terms of specified indebtedness and changes in our lines of business. The Senior Credit Agreement contains financial covenants requiring maintenance of a minimum interest coverage ratio and a maximum consolidated leverage ratio. We have been compliant with the financial covenants during 2012, and we expect to remain in compliance for the next twelve months.

In February 2012, the Company entered into a receivable securitization facility (the “Receivables Facility”) of up to $300.0 million. Pursuant to the terms of the Receivables Facility, the Company transfers certain of its domestic receivables, on an ongoing basis, to Mylan Securitization LLC (“Mylan Securitization”), a wholly-owned bankruptcy remote subsidiary. In turn, from time to time, Mylan Securitization sells its interests in such receivables, related assets and collections to certain conduit purchasers, committed purchasers and letter of credit issuers in exchange for cash or letters of credit. Mylan Securitization maintains a subordinated interest, in the form of over collateralization, in a portion of the receivables sold. Any amounts outstanding under the facility are recorded as a secured loan, and included in short-term borrowings, and the receivables underlying any borrowings are included in accounts receivable, net, in the Condensed Consolidated Balance Sheets. At March 31, 2012, there were $285.0 million of short-term borrowings outstanding under the Receivables Facility.

We are contractually obligated to make potential future development, regulatory and commercial milestone, royalty and/or profit sharing payments in conjunction with collaborative agreements or acquisitions we have entered into with third parties. The most significant of these relates to the potential future consideration related to the Respiratory Delivery Platform. These payments are contingent upon the occurrence of certain future events and, given the nature of these events, it is unclear when, if ever, we may be required to pay such amounts. The amount of contingent consideration accrued was $383.8 million and $376.1 million at March 31, 2012 and December 31, 2011, respectively. In addition, the Company expects to incur approximately $30 million to $40 million of annual accretion expense related to the increase in the net present value of the contingent consideration liability.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s market risk, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report filed on Form 10-K.

ITEM 4.

CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2012. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management has not identified any changes in the Company’s internal control over financial reporting that occurred during the quarter that would have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For information regarding legal proceedings, refer to Note 14, “Contingencies,” in the accompanying Notes to Condensed Consolidated Financial Statements in this Quarterly Report.

ITEM 1A.

RISK FACTORS

The following risk factors could have a material adverse effect on our business, financial position or results of operations and could cause the market value of our common stock to decline. These risk factors may not include all of the important factors that could affect our business or our industry or that could cause our future financial results to differ materially from historic or expected results or cause the market price of our common stock to fluctuate or decline.

CURRENT ECONOMIC CONDITIONS MAY ADVERSELY AFFECT OUR INDUSTRY, BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Over the past few years, the global economy has undergone a period of significant volatility, and the economic environment may continue to be less favorable than that of past years. In particular the risk of a debt default by certain European countries and related European financial structuring efforts or deficit reduction programs instituted by the U.S. government could negatively impact the global economy. This has led, and/or could lead, to reduced consumer and customer spending and/or reduced or eliminated third party payor coverage or reimbursement in the foreseeable future, and this may include spending on healthcare. While generic drugs present an ideal alternative to higher-priced branded products, our sales could be negatively impacted if patients forego obtaining healthcare, customers reduce spending or purchases, and/or if third-party payors reduce or eliminate coverage or reimbursement amounts. In addition, reduced consumer and customer spending and/or reduced third party payor coverage or reimbursement, may drive us and our competitors to decrease prices and may reduce the ability of customers to pay due balances. These conditions may have a material adverse effect on our industry, business, financial position and results of operations and may cause the market value of our common stock to decline.

OUR INTEGRATION OF ACQUIRED BUSINESSES INVOLVES A NUMBER OF RISKS. THESE RISKS COULD CAUSE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

There are a number of operational risks associated with the integration of acquired businesses. These risks include, but are not limited to, difficulties in achieving identified financial and operating synergies, cost savings, revenue synergies and growth opportunities; difficulties in consolidating information technology platforms, business applications and corporate infrastructure; our substantial indebtedness and assumed liabilities; challenges in operating in other markets outside of the U.S. that are new to us; and the unanticipated effects of export controls, exchange rate fluctuations, domestic and foreign political conditions or domestic and foreign economic conditions.

These factors could impair our growth and ability to compete, require us to focus additional resources on integration of operations rather than other profitable areas, or otherwise cause a material adverse effect on our business, financial position and results of operations and could cause a decline in the market value of our common stock.

WE HAVE GROWN AT A VERY RAPID PACE. OUR INABILITY TO PROPERLY MANAGE OR SUPPORT THIS GROWTH MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We have grown very rapidly over the past few years, through our acquisitions of the former Merck Generics business, the former Matrix Laboratories Limited and Bioniche Pharma. This growth has put significant demands on our processes, systems and people. We expect to make further investments in additional personnel, systems and internal control processes to help manage our growth. Attracting, retaining and motivating key employees in various departments and locations to support our growth are critical to our business, and competition for these people can be intense. If we are unable to hire and retain qualified employees and if we do not continue to invest in systems and processes to manage and support our rapid growth, there may be a material adverse effect on our business, financial position and results of operations, and the market value of our common stock could decline.

OUR GLOBAL FOOTPRINT EXPOSES US TO ADDITIONAL RISKS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Our operations extend to numerous countries outside the U.S., and operating globally exposes us to certain additional risks including, but not limited to:

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compliance with a variety of national and local laws of countries in which we do business, including restrictions on the import and export of certain intermediates, drugs and technologies;

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changes in laws, regulations, and practices affecting the pharmaceutical industry and the healthcare system, including but not limited to imports, exports, manufacturing, cost, pricing, reimbursement, approval, inspection, and delivery of healthcare;

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fluctuations in exchange rates for transactions conducted in currencies other than the functional currency;

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adverse changes in the economies in which we operate as a result of a slowdown in overall growth, a change in government or economic liberalization policies, or financial, political or social instability in such countries that affects the markets in which we operate, particularly emerging markets;

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wage increases or rising inflation in the countries in which we operate;

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supply disruptions, and increases in energy and transportation costs;

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natural disasters, including droughts, floods and earthquakes in the countries in which we operate;

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communal disturbances, terrorist attacks, riots or regional hostilities in the countries in which we operate; and

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government uncertainty, including as a result of new or changed laws and regulations.

We also face the risk that some of our competitors have more experience with operations in such countries or with international operations generally. Furthermore, whether due to language, cultural or other differences, statements we make may be misinterpreted, misconstrued or taken out of context. Any of the above factors could have a material adverse effect on our business, financial position and results of operations and could cause a decline in the market value of our common stock.

A SIGNIFICANT PART OF OUR BUSINESS IS LOCATED IN INDIA AND IS SUBJECT TO REGULATORY, ECONOMIC, SOCIAL AND POLITICAL UNCERTAINTIES IN INDIA. THESE UNCERTAINTIES CREATE RISKS WHICH COULD CAUSE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

In recent years, Mylan’s Indian subsidiary, Mylan Laboratories Limited, has benefited from many policies of the Government of India and the Indian state governments in the states in which it operates, which are designed to promote foreign investment generally, including significant tax incentives, liberalized import and export duties and preferential rules on foreign investment and repatriation. There is no assurance that such policies will continue. Various factors, such as changes in the current federal government, could trigger significant changes in India’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular.

In addition, our financial performance may be adversely affected by general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies, as well as social stability and political, economic or diplomatic developments affecting India in the future. In particular, India has experienced significant economic growth over the last several years, but faces major challenges in sustaining that growth in the years ahead. These challenges include the need for substantial infrastructure development and improving access to healthcare and education. Our ability to recruit, train and retain qualified employees and develop and operate our manufacturing facilities in India could be adversely affected if India does not successfully meet these challenges.

Southern Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries, including India and Pakistan, and within the countries themselves. Rioting, military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel and the conduct of our business more difficult. Resulting political tensions could create a greater perception that investments in companies with Indian operations involve a high degree of risk, and that there is a risk of disruption of services provided by companies with Indian operations, which could have a material adverse effect on the market for Mylan Laboratories Limited’s products. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that were protracted or involved the threat or use of nuclear weapons, Mylan Laboratories Limited might not be able to continue its operations. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars. These risks could cause a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

MOVEMENTS IN FOREIGN CURRENCY EXCHANGE RATES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

A significant portion of our revenues, indebtedness and other liabilities and our costs are denominated in foreign currencies, including the Euro, the Australian Dollar, the British Pound, the Canadian Dollar, the Indian Rupee and the Japanese Yen. We report our financial results in U.S. Dollars. Our results of operations and, in some cases, cash flows, could be adversely affected by certain movements in exchange rates. In particular, the risk of a debt default by certain European countries and related European financial restructuring efforts may cause volatility in the value of the Euro. From time to time, we may implement currency hedges intended to reduce our exposure to changes in foreign currency exchange rates. However, our hedging strategies may not be successful, and any of our unhedged foreign exchange exposures will continue to be subject to market fluctuations. These risks could cause a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE ARE SUBJECT TO THE U.S. FOREIGN CORRUPT PRACTICES ACT AND SIMILAR WORLDWIDE ANTI-BRIBERY LAWS, WHICH IMPOSE RESTRICTIONS AND MAY CARRY SUBSTANTIAL PENALTIES. ANY VIOLATIONS OF THESE LAWS, OR ALLEGATIONS OF SUCH VIOLATIONS, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

The U.S. Foreign Corrupt Practices Act and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Our policies mandate compliance with these anti-bribery laws, which often carry substantial penalties. We operate in jurisdictions that have experienced governmental and private sector corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with certain local customs and practices. We cannot assure you that our internal control policies and procedures always will protect us from reckless or other inappropriate acts committed by our affiliates, employees or agents. Violations of these laws, or allegations of such violations, could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

OUR FUTURE REVENUE GROWTH AND PROFITABILITY ARE DEPENDENT UPON OUR ABILITY TO DEVELOP AND/OR LICENSE, OR OTHERWISE ACQUIRE, AND INTRODUCE NEW PRODUCTS ON A TIMELY BASIS IN RELATION TO OUR COMPETITORS’ PRODUCT INTRODUCTIONS. OUR FAILURE TO DO SO SUCCESSFULLY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Our future revenues and profitability will depend, to an extent, upon our ability to successfully develop and/or license, or otherwise acquire and commercialize, new generic and patent or statutorily protected pharmaceutical products in a timely manner. Product development is inherently risky, especially for new drugs for which safety and efficacy have not been established and the market is not yet proven. Likewise, product licensing involves inherent risks including uncertainties due to matters that may affect the achievement of milestones, as well as the possibility of contractual disagreements with regard to the supply of product meeting specifications and terms such as license scope or termination rights. The development and commercialization process, particularly with regard to new drugs, also requires substantial time, effort and financial resources. We, or a partner, may not be successful in commercializing any of such products on a timely basis, if at all, which could adversely affect our business, financial position and results of operations and could cause the market value of our common stock to decline.

Before any prescription drug product, including generic drug products, can be marketed, marketing authorization approval is required by the relevant regulatory authorities and/or national regulatory agencies (for example the FDA in the U.S. and the EMA in the EU). The process of obtaining regulatory approval to manufacture and market new and generic pharmaceutical products is rigorous, time consuming, costly and largely unpredictable. Outside the U.S., the approval process may be more or less rigorous, and the time required for approval may be longer or shorter than that required in the U.S. Bioequivalence studies conducted in one country may not be accepted in other countries, and the approval of a pharmaceutical product in one country does not necessarily mean that the product will be approved in another country. We, or a partner, may be unable to obtain requisite approvals on a timely basis for new generic or branded products that we may develop, license or otherwise acquire. Moreover, if we obtain regulatory approval for a drug, it may be limited with respect to the indicated uses and delivery methods for which the drug may be marketed, which could in turn restrict our potential market for the drug. Also, for products pending approval, we may obtain raw materials or produce batches of inventory to be used in efficacy and bioequivalence testing, as well as in anticipation of the product’s launch. In the event that regulatory approval is denied or delayed, we could be exposed to the risk of this inventory becoming obsolete. The timing and cost of obtaining regulatory approvals could adversely affect our product introduction plans, business, financial position and results of operations and could cause the market value of our common stock to decline.

The approval process for generic pharmaceutical products often results in the relevant regulatory agency granting final approval to a number of generic pharmaceutical products at the time a patent claim for a corresponding branded product or other market exclusivity expires. This often forces us to face immediate competition when we introduce a generic product into the market. Additionally, further generic approvals often continue to be granted for a given product subsequent to the initial launch of the generic product. These circumstances generally result in significantly lower prices, as well as reduced margins, for generic products compared to branded products. New generic market entrants generally cause continued price and margin erosion over the generic product life cycle.

In the U.S., the Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Act, provides for a period of 180 days of generic marketing exclusivity for each abbreviated new drug application (“ANDA”) applicant that is first-to-file an ANDA containing a certification of invalidity, non-infringement or unenforceability related to a patent listed with respect to a reference drug product, commonly referred to as a Paragraph IV certification. During this exclusivity period, which under certain circumstances may be required to be shared with other applicable ANDA sponsors with Paragraph IV certifications, the FDA cannot grant final approval to other ANDA sponsors holding applications for the same generic equivalent. If an ANDA containing a Paragraph IV certification is successful and the applicant is awarded exclusivity, the applicant generally enjoys higher market share, net revenues and gross margin for that product. However, our ability to obtain 180 days of generic marketing exclusivity may be dependent upon our ability to obtain FDA approval or tentative approval within 30 months of the FDA’s acceptance of our ANDA. If we are unable to obtain approval or tentative approval within that time period, we may risk forfeiture of such marketing exclusivity. Even if we obtain FDA approval for our generic drug products, if we are not the first ANDA applicant to challenge a listed patent for such a product, we may lose significant advantages to a competitor that filed its ANDA containing such a challenge. The same would be true in situations where we are required to share our exclusivity period with other ANDA sponsors with Paragraph IV certifications. Such situations could have a material adverse effect on our ability to market that product profitably and on our business, financial position and results of operations, and the market value of our common stock could decline.

In Europe, there is no exclusivity period for the first generic. The EMA or national regulatory agencies may grant marketing authorizations to any number of generics. However, if there are other patents which the brand alleges are relevant, for example, new formulations, the owner of the original brand pharmaceutical may be able to obtain a preliminary injunction in certain European jurisdictions delaying launch of the generic product, depending on local court practices and/or the relevance of the asserted patents.

In addition, in other jurisdictions outside the U.S., we may face similar regulatory hurdles and constraints. If we are unable to navigate our products through all of the regulatory hurdles we face in a timely manner it could adversely affect our product introduction plans, business, financial position and results of operations and could cause the market value of our common stock to decline.

WE EXPEND A SIGNIFICANT AMOUNT OF RESOURCES ON RESEARCH AND DEVELOPMENT EFFORTS THAT MAY NOT LEAD TO SUCCESSFUL PRODUCT INTRODUCTIONS. FAILURE TO SUCCESSFULLY INTRODUCE PRODUCTS INTO THE MARKET COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK COULD DECLINE.

Much of our development effort is focused on technically difficult-to-formulate products and/or products that require advanced manufacturing technology, including our generic biologics program and respiratory platform. We conduct research and development primarily to enable us to manufacture and market approved pharmaceuticals in accordance with applicable regulations. We also partner with third parties to develop products. Typically, research expenses related to the development of innovative compounds and the filing of marketing authorization applications for innovative compounds (such as NDAs in the U.S.) are significantly greater than those expenses associated with the development of and filing of marketing authorization applications for generic products (such as ANDAs in the U.S. and abridged applications in Europe). As we and our partners

continue to develop new products, our research expenses will likely increase. Because of the inherent risk associated with research and development efforts in our industry, particularly with respect to new drugs, our, or a partner’s, research and development expenditures may not result in the successful introduction of new pharmaceutical products approved by the relevant regulatory bodies. Also, after we submit a marketing authorization application for a new compound or generic product, the relevant regulatory authority may change standards and/or request that we conduct additional studies and, as a result, we may incur total research and development costs to develop a particular product in excess of what we anticipated. Finally, we cannot be certain that any investment made in developing products will be recovered, even if we are successful in commercialization. To the extent that we expend significant resources on research and development efforts and are not able, ultimately, to introduce successful new products as a result of those efforts, our business, financial position and results of operations may be materially adversely affected, and the market value of our common stock could decline.

OUR APPROVED PRODUCTS MAY NOT ACHIEVE EXPECTED LEVELS OF MARKET ACCEPTANCE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR PROFITABILITY, BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Even if we are able to obtain regulatory approvals for our new pharmaceutical products, generic or branded, the success of those products is dependent upon market acceptance. Levels of market acceptance for our new products could be impacted by several factors, including but not limited to:

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the availability of alternative products from our competitors;

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the price of our products relative to that of our competitors;

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the timing of our market entry;

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the ability to market our products effectively to the retail level; and

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the acceptance of our products by government and private formularies.

Some of these factors are not within our control. Additionally, continuing studies of the proper utilization, safety and efficacy of pharmaceutical products are being conducted by the industry, government agencies and others. Such studies, which increasingly employ sophisticated methods and techniques, can call into question the utilization, safety and efficacy of previously marketed products. In some cases, studies have resulted, and may in the future result, in the discontinuance of product marketing or other risk management programs such as the need for a patient registry. These situations, should they occur, could have a material adverse effect on our profitability, business, financial position and results of operations, and could cause the market value of our common stock to decline.

OUR BUSINESS IS HIGHLY DEPENDENT UPON MARKET PERCEPTIONS OF US, OUR BRANDS AND THE SAFETY AND QUALITY OF OUR PRODUCTS. OUR BUSINESS OR BRANDS COULD BE SUBJECT TO NEGATIVE PUBLICITY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Market perceptions of our business are very important to us, especially market perceptions of our brands and the safety and quality of our products. If we, or our brands, suffer from negative publicity, or if any of our products or similar products which other companies distribute are subject to market withdrawal or recall or are proven to be, or are claimed to be, harmful to consumers, then this could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline. Also, because we are dependent on market perceptions, negative publicity associated with product quality, illness or other adverse effects resulting from, or perceived to be resulting from, our products could have a material adverse impact on our business, financial position and results of operations and could cause the market value of our common stock to decline.

THE ILLEGAL DISTRIBUTION AND SALE BY THIRD PARTIES OF COUNTERFEIT VERSIONS OF OUR PRODUCTS OR OF STOLEN PRODUCTS COULD HAVE A NEGATIVE IMPACT ON OUR REPUTATION AND A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

The drug supply has been increasingly challenged by the vulnerability of distribution channels to illegal counterfeiting and the presence of counterfeit products in a growing number of markets and over the Internet. The World Health Organization (“WHO”) estimates that more than 10% of medications being sold globally are counterfeit.

Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet the rigorous manufacturing and testing standards that our products undergo. Counterfeit products are frequently unsafe or ineffective, and can be potentially life-threatening. Counterfeit medicines may contain harmful substances, the wrong dose of the API or no API at all. However, to distributors and users, counterfeit products may be visually indistinguishable from the authentic version.

Reports of adverse reactions to counterfeit drugs or increased levels of counterfeiting could materially affect patient confidence in the authentic product. It is possible that adverse events caused by unsafe counterfeit products will mistakenly be attributed to the authentic product. In addition, thefts of inventory at warehouses, plants or while in-transit, which are not properly stored and which are sold through unauthorized channels could adversely impact patient safety, our reputation and our business.

Public loss of confidence in the integrity of pharmaceutical products as a result of counterfeiting or theft could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

IF WE OR ANY PARTNER FAIL TO ADEQUATELY PROTECT OR ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS, THEN WE COULD LOSE REVENUE UNDER OUR LICENSING AGREEMENTS OR LOSE SALES TO GENERIC COPIES OF OUR BRANDED PRODUCTS. THESE RISKS COULD CAUSE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Our success, particularly in our specialty business, depends in part on our or any partner’s ability to obtain, maintain and enforce patents, and protect trade secrets, know-how and other proprietary information. Our ability to commercialize any branded product successfully will largely depend upon our or any partner’s ability to obtain and maintain patents of sufficient scope to prevent third-parties from developing substantially equivalent products. In the absence of patent and trade secret protection, competitors may adversely affect our branded products business by independently developing and marketing substantially equivalent products. It is also possible that we could incur substantial costs if we are required to initiate litigation against others to protect or enforce our intellectual property rights.

We have filed patent applications covering composition of, methods of making, and/or methods of using, our branded products and branded product candidates. We may not be issued patents based on patent applications already filed or that we file in the future, and if patents are issued, they may be insufficient in scope to cover our branded products. The issuance of a patent in one country does not ensure the issuance of a patent in any other country. Furthermore, the patent position of companies in the pharmaceutical industry generally involves complex legal and factual questions and has been and remains the subject of much litigation. Legal standards relating to scope and validity of patent claims are evolving and may differ in various countries. Any patents we have obtained, or obtain in the future, may be challenged, invalidated or circumvented. Moreover, the U.S. Patent and Trademark Office or any other governmental agency may commence interference proceedings involving our

patents or patent applications. Any challenge to, or invalidation or circumvention of, our patents or patent applications would be costly, would require significant time and attention of our management, could cause a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE FACE VIGOROUS COMPETITION FROM OTHER PHARMACEUTICAL MANUFACTURERS THAT THREATENS THE COMMERCIAL ACCEPTANCE AND PRICING OF OUR PRODUCTS. SUCH COMPETITION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

The generic pharmaceutical industry is highly competitive. We face competition from many U.S. and foreign manufacturers, some of whom are significantly larger than we are. Our competitors may be able to develop products and processes competitive with or superior to our own for many reasons, including but not limited to the possibility that they may have:

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proprietary processes or delivery systems;

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larger research and development and marketing staffs;

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larger production capabilities in a particular therapeutic area;

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more experience in preclinical testing and human clinical trials;

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more products; or

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more experience in developing new drugs and greater financial resources, particularly with regard to manufacturers of branded products.

Any of these factors and others could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

THE USE OF LEGAL, REGULATORY AND LEGISLATIVE STRATEGIES BY COMPETITORS, BOTH BRAND AND GENERIC, INCLUDING “AUTHORIZED GENERICS” AND CITIZEN’S PETITIONS, AS WELL AS THE POTENTIAL IMPACT OF PROPOSED LEGISLATION, MAY INCREASE OUR COSTS ASSOCIATED WITH THE INTRODUCTION OR MARKETING OF OUR GENERIC PRODUCTS, COULD DELAY OR PREVENT SUCH INTRODUCTION AND/OR COULD SIGNIFICANTLY REDUCE OUR PROFIT POTENTIAL. THESE FACTORS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Our competitors, both branded and generic, often pursue strategies to prevent or delay competition from generic alternatives to branded products. These strategies include, but are not limited to:

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entering into agreements whereby other generic companies will begin to market an authorized generic, a generic equivalent of a branded product, at the same time generic competition initially enters the market;

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launching a generic version of their own branded product at the same time generic competition initially enters the market;

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filing citizen’s petitions with the FDA or other regulatory bodies, including timing the filings so as to thwart generic competition by causing delays of our product approvals;

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seeking to establish regulatory and legal obstacles that would make it more difficult to demonstrate bioequivalence;

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initiating legislative efforts to limit the substitution of generic versions of brand pharmaceuticals;

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filing suits for patent infringement that may delay regulatory approval of many generic products;

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introducing “next-generation” products prior to the expiration of market exclusivity for the reference product, which often materially reduces the demand for the first generic product for which we seek regulatory approval;

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obtaining extensions of market exclusivity by conducting clinical trials of brand drugs in pediatric populations or by other potential methods;

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persuading regulatory bodies to withdraw the approval of brand name drugs for which the patents are about to expire, thus allowing the brand name company to obtain new patented products serving as substitutes for the products withdrawn; and

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seeking to obtain new patents on drugs for which patent protection is about to expire.

In the U.S., some companies have lobbied Congress for amendments to the Hatch-Waxman legislation that would give them additional advantages over generic competitors. For example, although the term of a company’s drug patent can be extended to reflect a portion of the time an NDA is under regulatory review, some companies have proposed extending the patent term by a full year for each year spent in clinical trials rather than the one-half year that is currently permitted.

If proposals like these in the U.S., Europe or in other countries where we operate were to become effective, our entry into the market and our ability to generate revenues associated with new products may be delayed, reduced or eliminated, which could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

OUR COMPETITORS, INCLUDING BRANDED PHARMACEUTICAL COMPANIES, OR OTHER THIRD PARTIES, MAY ALLEGE THAT WE ARE INFRINGING THEIR INTELLECTUAL PROPERTY, FORCING US TO EXPEND SUBSTANTIAL RESOURCES IN RESULTING LITIGATION, THE OUTCOME OF WHICH IS UNCERTAIN. ANY UNFAVORABLE OUTCOME OF SUCH LITIGATION, INCLUDING IN AN “AT-RISK LAUNCH” SITUATION, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Companies that produce brand pharmaceutical products routinely bring litigation against ANDA or similar applicants that seek regulatory approval to manufacture and market generic forms of their branded products. These companies allege patent infringement or other violations of intellectual property rights as the basis for filing suit against an ANDA or similar applicant. Likewise, patent holders may bring patent infringement suits against companies that are currently marketing and selling their approved generic products. Litigation often involves significant expense and can delay or prevent introduction or sale of our generic products. If patents are held valid and infringed by our products in a particular jurisdiction, we would, unless we could obtain a license from the patent holder, need to cease selling in that jurisdiction and may need to deliver up or destroy existing stock in that jurisdiction.

There may also be situations where we use our business judgment and decide to market and sell products, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch” situation). The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include, among other things, damages measured by the profits lost by the patent owner and not necessarily by the profits earned by the infringer. In the case of a willful infringement, the definition of which is subjective, such damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than bioequivalent products. An adverse decision in a case such as this or in other similar litigation could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

OUR SPECIALTY BUSINESS DEVELOPS, FORMULATES, MANUFACTURES OR IN-LICENSES AND MARKETS BRANDED PRODUCTS THAT ARE SUBJECT TO RISKS. THESE RISKS COULD CAUSE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Our branded products developed, formulated, manufactured (or alternatively, in-licensed) and marketed by our specialty business may be subject to the following risks, among others:

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limited patent life, or the loss of patent protection;

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competition from generic products;

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reductions in reimbursement rates by third-party payors;

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importation by consumers;

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product liability;

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drug development risks arising from typically greater research and development investments than generics; and

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unpredictability with regard to establishing a market.

In addition, developing and commercializing branded products is generally more costly than generic products. If such business expenditures do not ultimately result in the launch of commercially successful brand products, or if any of the risks above were to occur, there could be a material adverse effect on our business, financial position and results of operations and the market value of our common stock could decline.

A RELATIVELY SMALL GROUP OF PRODUCTS MAY REPRESENT A SIGNIFICANT PORTION OF OUR REVENUES, GROSS PROFIT OR NET EARNINGS FROM TIME TO TIME. IF THE VOLUME OR PRICING OF ANY OF THESE PRODUCTS DECLINES, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Sales of a limited number of our products from time to time represent a significant portion of our revenues, gross profit and net earnings. For the three months ended March 31, 2012 and 2011, our top ten products in terms of sales, in the aggregate, represented approximately 29% and 23%, respectively, of our consolidated total revenues. If the volume or pricing of our largest selling products declines in the future, our business, financial position and results of operations could be materially adversely affected, and the market value of our common stock could decline.

A SIGNIFICANT PORTION OF OUR REVENUES ARE DERIVED FROM SALES TO A LIMITED NUMBER OF CUSTOMERS. ANY SIGNIFICANT REDUCTION OF BUSINESS WITH ANY OF THESE CUSTOMERS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK COULD DECLINE.

A significant portion of our revenues are derived from sales to a limited number of customers. If we were to experience a significant reduction in or loss of business with one such customer, or if one such customer were to experience difficulty in paying us on a timely basis, our business, financial position and results of operations could be materially adversely affected, and the market value of our common stock could decline.

WE MAY EXPERIENCE DECLINES IN THE SALES VOLUME AND PRICES OF OUR PRODUCTS AS THE RESULT OF THE CONTINUING TREND TOWARD CONSOLIDATION OF CERTAIN CUSTOMER GROUPS, SUCH AS THE WHOLESALE DRUG DISTRIBUTION AND RETAIL PHARMACY INDUSTRIES, AS WELL AS THE EMERGENCE OF LARGE BUYING GROUPS. THE RESULT OF SUCH DEVELOPMENTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

A significant amount of our sales are to a relatively small number of drug wholesalers and retail drug chains. These customers represent an essential part of the distribution chain of generic pharmaceutical products. Drug wholesalers and retail drug chains have undergone, and are continuing to undergo, significant consolidation. This consolidation may result in these groups gaining additional purchasing leverage and consequently increasing the product pricing pressures facing our business. Additionally, the emergence of large buying groups representing independent retail pharmacies and the prevalence and influence of managed care organizations and similar institutions potentially enable those groups to attempt to extract price discounts on our products. The result of these developments may have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE DEPEND TO A LARGE EXTENT ON THIRD-PARTY SUPPLIERS AND DISTRIBUTORS FOR THE RAW MATERIALS, PARTICULARLY THE CHEMICAL COMPOUND(S) COMPRISING THE ACTIVE PHARMACEUTICAL INGREDIENT, THAT WE USE TO MANUFACTURE OUR PRODUCTS AS WELL AS CERTAIN FINISHED GOODS. AN INTERRUPTION IN THE SUPPLY OF SUCH PRODUCTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We typically purchase the active pharmaceutical ingredient (i.e., the chemical compounds that produce the desired therapeutic effect in our products) and other materials and supplies that we use in our manufacturing operations, as well as certain finished products, from many different foreign and domestic suppliers.

Additionally, we maintain safety stocks in our raw materials inventory and, in certain cases where we have listed only one supplier in our applications with regulatory agencies, have received regulatory agency approval to use alternative suppliers should the need arise. However, there is no guarantee that we will always have timely and sufficient access to a critical raw material or finished product. An interruption in the supply of a single-sourced raw material, including the active ingredient, or finished product could cause our business, financial position and results of operations to be materially adversely affected, and the market value of our common stock could decline. In addition, our manufacturing capabilities could be impacted by quality deficiencies in the products which our suppliers provide, which could have a material adverse effect on our business, financial position and results of operations, and the market value of our common stock could decline.

We utilize controlled substances in certain of our current products and products in development and therefore must meet the requirements of the Controlled Substances Act of 1970 and the related regulations administered by the DEA in the U.S. as well as similar laws in other countries where we operate. These laws relate to the manufacture, shipment, storage, sale and use of controlled substances. The DEA and other regulatory agencies limit the availability of the active ingredients used in certain of our current products and products in development and, as a result, our procurement quota of these active ingredients may not be sufficient to meet commercial demand or complete clinical trials. We must annually apply to the DEA and other regulatory agencies for procurement quota in order to obtain these substances. Any delay or refusal by the DEA or such regulatory agencies in establishing our procurement quota for controlled substances could delay or stop our clinical trials or product launches, or could cause trade inventory disruptions for those products that have already been launched, which could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE HAVE A LIMITED NUMBER OF MANUFACTURING FACILITIES AND CERTAIN THIRD PARTY SUPPLIERS PRODUCING A SUBSTANTIAL PORTION OF OUR PRODUCTS. PRODUCTION AT ANY ONE OF THESE FACILITIES COULD BE INTERRUPTED, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

A substantial portion of our capacity as well as our current production is attributable to a limited number of manufacturing facilities and certain third party suppliers. A significant disruption at any one of the facilities within our internal or third party supply chain, even on a short-term basis, whether due to a labor strike, failure to reach acceptable agreement with labor and unions, adverse quality or compliance observation, act of God, civil or political unrest, or other events could impair our ability to produce and ship products to the market on a timely basis and could, among other consequences, subject us to exposure to claims from customers. Any of these events could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

BECAUSE THE PHARMACEUTICAL INDUSTRY IS HEAVILY REGULATED, WE FACE SIGNIFICANT COSTS AND UNCERTAINTIES ASSOCIATED WITH OUR EFFORTS TO COMPLY WITH APPLICABLE REGULATIONS. SHOULD WE FAIL TO COMPLY, WE COULD EXPERIENCE MATERIAL ADVERSE EFFECTS ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK COULD DECLINE.

The pharmaceutical industry is subject to regulation by various governmental authorities. For instance, we must comply with requirements of the FDA and similar requirements of similar agencies in our other markets with respect to the research, development, manufacture, quality, safety, labeling, sale, distribution, marketing, advertising, promotion and development of pharmaceutical products. Failure to comply with regulations of the FDA and other regulators could result in fines, disgorgement, unanticipated compliance expenditures, rejection or delay in approval of applications, recall or seizure of products, total or partial suspension of production and/or distribution, our inability to sell products, the return by customers of our products, suspension of the applicable regulator’s review of our submissions, enforcement actions, injunctions and criminal prosecution. Under certain circumstances, the regulators may also have the authority to revoke previously granted drug approvals. Although we have internal regulatory compliance programs and policies and have had a favorable compliance history, there is no guarantee that these programs, as currently designed, will meet regulatory agency standards in the future. Additionally, despite our efforts at compliance, there is no guarantee that we may not be deemed to be deficient in some manner in the future. If we were deemed to be deficient in any significant way, or if any of the noted risks occur, our business, financial position and results of operations could be materially affected and the market value of our common stock could decline.

In Europe we must also comply with regulatory requirements with respect to the manufacture, labeling, sale, distribution, marketing, advertising, promotion and development of pharmaceutical products. Some of these requirements are contained in EU regulations and governed by the EMA. Other requirements are set down in national laws and regulations of the EU Member States. Failure to comply with the regulations can result in a range of fines, penalties, product recalls/suspensions or even criminal liability. Similar laws and regulations exist in most of the markets in which we operate.

In addition to the new drug approval process, government agencies also regulate the facilities and operational procedures that we use to manufacture our products. We must register our facilities with the FDA and other similar regulators. Products manufactured in our facilities must be made in a manner consistent with current good manufacturing practices or similar standards in each territory in which we manufacture. Compliance with such regulations requires substantial expenditures of time, money and effort in such areas as production and quality control to ensure full technical compliance. The FDA and other agencies periodically inspect our manufacturing facilities for compliance. Regulatory approval to manufacture a drug is site-specific. Failure to comply with good manufacturing practices and other regulatory standards at one of our manufacturing facilities

could result in an enforcement action brought by the FDA or other regulatory bodies which could include withholding or withdrawing the approval of our submissions or other product applications of that facility, discontinuation of manufacture, recalls, or other adverse actions. If any regulatory body were to withhold or withdraw approval of an application, or require a recall or other adverse product action, or require one of our manufacturing facilities to cease or limit production, our business could be adversely affected. Delay and cost in obtaining FDA or other regulatory approval to manufacture at a different facility also could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

We are subject, as are generally all manufacturers, to various federal, state and local laws regulating working conditions, as well as environmental protection laws and regulations, including those governing the discharge of materials into the environment and those related to climate change. We are also required to comply with data protection and data privacy rules in many countries. Although we have not incurred significant costs associated with complying with such environmental provisions in the past, if changes to such environmental laws and regulations are made in the future that require significant changes in our operations or if we engage in the development and manufacturing of new products requiring new or different environmental or other controls, or if we are found to have violated any applicable rules, we may be required to expend significant funds. Such changes could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

OUR REPORTING AND PAYMENT OBLIGATIONS UNDER THE MEDICARE AND/OR MEDICAID REBATE PROGRAM AND OTHER GOVERNMENTAL PURCHASING AND REBATE PROGRAMS ARE COMPLEX AND MAY INVOLVE SUBJECTIVE DECISIONS THAT COULD CHANGE AS A RESULT OF NEW BUSINESS CIRCUMSTANCES, NEW REGULATORY GUIDANCE, OR ADVICE OF LEGAL COUNSEL. ANY DETERMINATION OF FAILURE TO COMPLY WITH THOSE OBLIGATIONS COULD SUBJECT US TO PENALTIES AND SANCTIONS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS, AND THE MARKET VALUE OF OUR COMMON STOCK COULD DECLINE.

The regulations regarding reporting and payment obligations with respect to Medicare and/or Medicaid reimbursement and rebates and other governmental programs are complex. Because our processes for these calculations and the judgments involved in making these calculations involve, and will continue to involve, subjective decisions and complex methodologies, these calculations are subject to the risk of errors. In addition, they are subject to review and challenge by the applicable governmental agencies, and it is possible that such reviews could result in material changes. The Patient Protection and Affordable Care Act (“PPACA”) of 2010 included a provision requiring the Centers for Medicare and Medicaid Services (“CMS”) to publish a weighted average Average Manufacturer Price (“AMP”) for all multi-source drugs. The provision was effective October 1, 2010; however, weighted average AMP’s have not yet been published by CMS, except in draft form, and have not been implemented for use in the calculation of Federal Upper Limits (“FULs”). Although the weighted average AMP would not reveal Mylan’s individual AMP, publishing a weighted average AMP available to customers and the public at large could negatively affect our leverage in commercial price negotiations.

In addition, as also disclosed herein, a number of state and federal government agencies are conducting investigations of manufacturers’ reporting practices with respect to Average Wholesale Prices (“AWP”) in which they have suggested that reporting of inflated AWP has led to excessive payments for prescription drugs. We and numerous other pharmaceutical companies have been named as defendants in various actions relating to pharmaceutical pricing issues and whether allegedly improper actions by pharmaceutical manufacturers led to excessive payments by Medicare and/or Medicaid.

Any governmental agencies that have commenced, or may commence, an investigation of Mylan relating to the sales, marketing, pricing, quality, or manufacturing of pharmaceutical products could seek to impose, based on a claim of violation of fraud and false claims laws or otherwise, civil and/or criminal sanctions, including

fines, penalties and possible exclusion from federal health care programs including Medicare and/or Medicaid. Some of the applicable laws may impose liability even in the absence of specific intent to defraud. Furthermore, should there be ambiguity with regard to how to properly calculate and report payments — and even in the absence of any such ambiguity — a governmental authority may take a position contrary to a position we have taken, and may impose civil and/or criminal sanctions. Any such penalties or sanctions could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE MAY EXPERIENCE REDUCTIONS IN THE LEVELS OF REIMBURSEMENT FOR PHARMACEUTICAL PRODUCTS BY GOVERNMENTAL AUTHORITIES, HMOS OR OTHER THIRD-PARTY PAYORS. IN ADDITION, THE USE OF TENDER SYSTEMS COULD REDUCE PRICES FOR OUR PRODUCTS OR REDUCE OUR MARKET OPPORTUNITIES. ANY SUCH REDUCTIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Various governmental authorities (including the U.K. National Health Service and the German statutory health insurance scheme) and private health insurers and other organizations, such as health maintenance organizations (“HMOs”) in the U.S., provide reimbursements or subsidies to consumers for the cost of certain pharmaceutical products. Demand for our products depends in part on the extent to which such reimbursement is available. In the U.S., third-party payors increasingly challenge the pricing of pharmaceutical products. This trend and other trends toward the growth of HMOs, managed health care and legislative health care reform create significant uncertainties regarding the future levels of reimbursement for pharmaceutical products. Further, any reimbursement may be reduced in the future, perhaps to the point that market demand for our products declines. Such a decline could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

In addition, a number of markets in which we operate have implemented or may implement tender systems for generic pharmaceuticals in an effort to lower prices. Under such tender systems, manufacturers submit bids which establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive a preferential reimbursement for a period of time. The tender system often results in companies underbidding one another by proposing low pricing in order to win the tender.

Certain other countries may consider the implementation of a tender system. Even if a tender system is ultimately not implemented, the anticipation of such could result in price reductions. Failing to win tenders, or the implementation of similar systems in other markets leading to further price declines, could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

LEGISLATIVE OR REGULATORY PROGRAMS THAT MAY INFLUENCE PRICES OF PHARMACEUTICAL PRODUCTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Current or future federal, state or foreign laws and regulations may influence the prices of drugs and, therefore, could adversely affect the prices that we receive for our products. For example, programs in existence in certain states in the U.S. seek to set prices of all drugs sold within those states through the regulation and administration of the sale of prescription drugs. Expansion of these programs, in particular state Medicare and/or Medicaid programs, or changes required in the way in which Medicare and/or Medicaid rebates are calculated under such programs, could adversely affect the prices we receive for our products and could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

In order to control expenditure on pharmaceuticals, most member states in the EU regulate the pricing of products and, in some cases, limit the range of different forms of pharmaceuticals available for prescription by national health services. These controls can result in considerable price differences between member states.

Several countries in which we operate have implemented, or plan to implement, government mandated price reductions. When such price cuts occur, pharmaceutical companies have generally experienced significant declines in revenues and profitability and uncertainties continue to exist within the market. Such price reductions could have an adverse effect on our business, and as uncertainties are resolved or if other countries in which we operate enact similar measures, they could have a further material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

HEALTHCARE REFORM LEGISLATION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

In recent years, there have been numerous initiatives on the federal and state levels for comprehensive reforms affecting the payment for, the availability of and reimbursement for healthcare services in the U.S., and it is likely that federal and state legislatures and health agencies will continue to focus on health care reform in the future. The PPACA and The Health Care and Education and Reconciliation Act of 2010 (H.R. 4872), which amends the PPACA (collectively the “Health Reform Laws”), were signed into law in March 2010. While the Health Reform Laws may increase the number of patients who have insurance coverage for our products, they also include provisions such as the assessment of a pharmaceutical manufacturer fee and an increase in the amount of rebates that manufacturers pay for coverage of their drugs by Medicaid programs.

We are unable to predict the future course of federal or state healthcare legislation. The Health Reform Laws and further changes in the law or regulatory framework that reduce our revenues or increase our costs could also have a material adverse effect on our business, financial condition and results of operations and cash flows, and could cause the market value of our common stock to decline.

Additionally, we encounter similar regulatory and legislative issues in most other countries. In the EU and some other international markets, the government provides health care at low cost to consumers and regulates pharmaceutical prices, patient eligibility or reimbursement levels to control costs for the government-sponsored health care system. This international system of price regulations may lead to inconsistent prices. Within the EU and in other countries, the availability of our products in some markets at lower prices undermines our sales in some markets with higher prices. Additionally, certain countries set prices by reference to the prices in other countries where our products are marketed. Thus, our inability to secure adequate prices in a particular country may also impair our ability to obtain acceptable prices in existing and potential new markets, and may create the opportunity for third party cross border trade.

If significant additional reforms are made to the U.S. healthcare system, or to the healthcare systems of other markets in which we operate, those reforms could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE ARE INVOLVED IN VARIOUS LEGAL PROCEEDINGS AND CERTAIN GOVERNMENT INQUIRIES AND MAY EXPERIENCE UNFAVORABLE OUTCOMES OF SUCH PROCEEDINGS OR INQUIRIES, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We are or may be involved in various legal proceedings and certain government inquiries, including, but not limited to, patent infringement, product liability, antitrust matters, breach of contract and claims involving Medicare and/or Medicaid reimbursements, or laws relating to sales and marketing practices, some of which are

described in our periodic reports, that involve claims for, or the possibility of fines and penalties involving substantial amounts of money or other relief, including but not limited to civil or criminal fines and penalties and exclusion from participation in various government healthcare-related programs. If any of these legal proceedings or inquiries were to result in an adverse outcome, the impact could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

With respect to product liability, we maintain a combination of self-insurance (including through our wholly-owned captive insurance subsidiary) and commercial insurance to protect against and manage a portion of the risks involved in conducting our business. Although we carry insurance, we believe that no reasonable amount of insurance can fully protect against all such risks because of the potential liability inherent in the business of producing pharmaceuticals for human consumption. To the extent that a loss occurs, depending on the nature of the loss and the level of insurance coverage maintained, it could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

In addition, in limited circumstances, entities we acquired in the acquisition of the former Merck Generics business are party to litigation in matters under which we are entitled to indemnification by Merck KGaA. However, there are risks inherent in such indemnities and, accordingly, there can be no assurance that we will receive the full benefits of such indemnification, which could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

IF THE INTERCOMPANY TERMS OF CROSS BORDER ARRANGEMENTS WE HAVE AMONG OUR SUBSIDIARIES ARE DETERMINED TO BE INAPPROPRIATE, OUR TAX LIABILITY MAY INCREASE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We have potential tax exposures resulting from the varying application of statutes, regulations and interpretations which include exposures on intercompany terms of cross border arrangements among our subsidiaries in relation to various aspects of our business, including manufacturing, marketing, sales and delivery functions. Although our cross border arrangements between affiliates are based upon internationally accepted standards, tax authorities in various jurisdictions may disagree with and subsequently challenge the amount of profits taxed in their country, which may result in increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase. This could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

UNANTICIPATED CHANGES IN OUR TAX PROVISIONS OR EXPOSURE TO ADDITIONAL INCOME TAX LIABILITIES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The final determination of any tax audits or related litigation could be materially different from our historical income tax provisions and accruals.

Additionally, changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in our overall profitability, changes in the valuation of deferred tax assets and liabilities, the results of audits and the examination of previously filed tax returns by taxing authorities and continuing assessments of our tax exposures could impact our tax liabilities and affect our income tax expense, which could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

CHANGES IN INCOME TAX LAWS AND TAX RULINGS MAY HAVE A SIGNIFICANTLY ADVERSE IMPACT ON OUR EFFECTIVE TAX RATE AND INCOME TAX EXPENSE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

In February 2012, President Obama submitted his budget to Congress and released his framework for business tax reform. While the President’s budget proposal was defeated in Congress, it included measures which would defer the deduction of interest expense related to deferred income; determine the foreign tax credit on a pooling basis; tax currently excess returns associated with transfers of intangibles offshore; and limit earnings stripping by expatriated entities. In addition, there were proposals made to encourage manufacturing in the U.S., including reduced rates of tax and increased deductions related to manufacturing. We cannot determine whether these proposals will be modified or enacted, whether other proposals unknown at this time will be made or the extent to which the corporate tax rate might be reduced and ameliorate the adverse impact of some of these proposals. If enacted, and depending on its precise terms, such legislation could materially increase our overall effective income tax rate and income tax expense. This could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE MAY DECIDE TO SELL ASSETS, WHICH COULD ADVERSELY AFFECT OUR PROSPECTS AND OPPORTUNITIES FOR GROWTH, AND WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We may from time to time consider selling certain assets if (a) we determine that such assets are not critical to our strategy, or (b) we believe the opportunity to monetize the asset is attractive or for various reasons including we want to reduce indebtedness. We have explored and will continue to explore the sale of certain non-core assets. Although our intention is to engage in asset sales only if they advance our overall strategy, any such sale could reduce the size or scope of our business, our market share in particular markets or our opportunities with respect to certain markets, products or therapeutic categories. As a result, any such sale could have an adverse effect on our business, prospects and opportunities for growth, financial position and results of operations and could cause the market value of our common stock to decline.

WE HAVE SIGNIFICANT INDEBTEDNESS AND WILL BE REQUIRED TO APPLY VARYING PORTIONS OF OUR CASH FLOW FROM OPERATIONS TO SERVICE OUR INDEBTEDNESS. OUR CREDIT FACILITIES, SENIOR UNSECURED NOTES, OTHER OUTSTANDING INDEBTEDNESS AND ANY ADDITIONAL INDEBTEDNESS WE INCUR IN THE FUTURE IMPOSE, OR MAY IMPOSE, SIGNIFICANT OPERATING AND FINANCIAL RESTRICTIONS, WHICH MAY PREVENT US FROM CAPITALIZING ON BUSINESS OPPORTUNITIES. OUR SUBSTANTIAL INDEBTEDNESS COULD LEAD TO ADVERSE CONSEQUENCES THAT MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Our high level of indebtedness could have important consequences, including but not limited to:

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increasing our vulnerability to general adverse economic and industry conditions;

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requiring us to dedicate a substantial portion of our cash flow from operations and proceeds of any equity issuances to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

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making it difficult for us to optimally capitalize and manage the cash flow for our businesses;

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limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

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making it difficult for us to meet the leverage and interest coverage ratios required by our Senior Credit Agreement;

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limiting our ability to borrow money or sell stock to fund our working capital, capital expenditures, acquisitions and debt service requirements and other financing needs;

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increasing our vulnerability to increases in interest rates in general because a substantial portion of our indebtedness bears interest at floating rates;

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requiring us to sell assets in order to pay down debt;

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restricting us from exploiting business opportunities;

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increasing our cost of borrowings; and

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placing us at a competitive disadvantage to our competitors that have less debt.

Our ability to service our indebtedness will depend on our future operating performance and financial results, which will be subject, in part, to factors beyond our control, including interest rates and general economic, financial and business conditions. If we do not have sufficient cash flow to service our indebtedness, we may need to refinance all or part of our existing indebtedness, borrow more money or sell securities, some or all of which may not be available to us at acceptable terms or at all. In addition, we may need to incur additional indebtedness in the future in the ordinary course of business. Although the terms of our Senior Credit Agreement and our bond indentures allow us to incur additional debt, this is subject to certain limitations which may preclude us from incurring the amount of indebtedness we otherwise desire.

In addition, if we incur additional debt, the risks described above could intensify. If global credit markets return to their recent levels of contraction, future debt financing may not be available to us when required or may not be available on acceptable terms, and as a result we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or satisfy our obligations under our indebtedness. Any of the foregoing could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

Our credit facilities, senior unsecured notes, other outstanding indebtedness and any additional indebtedness we incur in the future impose, or may impose, significant operating and financial restrictions on us. These restrictions limit our ability to, among other things, incur additional indebtedness, make investments, pay certain dividends, prepay other indebtedness, sell assets, incur certain liens, enter into agreements with our affiliates or restricting our subsidiaries’ ability to pay dividends, merge or consolidate. In addition, our Senior Credit Agreement requires us to maintain specified financial ratios. We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities. A breach of any of these covenants or our inability to maintain the required financial ratios could result in a default under the related indebtedness. If a default occurs, the relevant lenders could elect to declare our indebtedness, together with accrued interest and other fees, to be immediately due and payable. These factors could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

THE TOTAL AMOUNT OF INDEBTEDNESS RELATED TO OUR OUTSTANDING CASH CONVERTIBLE NOTES DUE 2015 (THE “CASH CONVERTIBLE NOTES”) WILL INCREASE IF OUR STOCK PRICE INCREASES. ALSO, WE HAVE ENTERED INTO NOTE HEDGES AND WARRANT TRANSACTIONS IN CONNECTION WITH THE CASH CONVERTIBLE NOTES IN ORDER TO HEDGE SOME OF THE RISK ASSOCIATED WITH THE POTENTIAL INCREASE OF INDEBTEDNESS AND SETTLEMENT VALUE. SUCH TRANSACTIONS HAVE BEEN CONSUMMATED WITH CERTAIN COUNTERPARTIES, MAINLY HIGHLY RATED FINANCIAL INSTITUTIONS. ANY INCREASE IN INDEBTEDNESS, NET EXPOSURE RELATED TO THE RISK OR FAILURE OF ANY COUNTERPARTIES TO PERFORM THEIR OBLIGATIONS, COULD HAVE ADVERSE EFFECTS ON US, INCLUDING UNDER OUR DEBT AGREEMENTS, AND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Under applicable accounting rules, the cash conversion feature that is a term of the Cash Convertible Notes must be recorded as a liability on our balance sheet and periodically marked to fair value. If our stock price increases, the liability associated with the cash conversion feature would increase and, because this liability must be periodically marked to fair value on our balance sheet, the total amount of indebtedness related to the notes that is shown on our balance sheet would also increase. This could have adverse effects on us, including under our existing and any future debt agreements. For example, our senior credit facilities contain covenants that restrict our ability to incur debt, make capital expenditures, pay dividends and make investments if, among other things, our leverage ratio, exceeds certain levels. In addition, the interest rate we pay under our senior credit facilities increases if our leverage ratio increases. Because the leverage ratio under our senior credit facilities is calculated based on a definition of total indebtedness as defined under accounting principles generally accepted in the United States of America (“GAAP”), if the amount of our total indebtedness were to increase, our leverage ratio would also increase. As a result, we may not be able to comply with such covenants in the future, which could, among other things, restrict our ability to grow our business, take advantage of business opportunities or respond to competitive pressures. Any of the foregoing could have a material adverse effect on our business, financial position and results of operations and could cause the market value of the notes and our common stock to decline.

In connection with the issuance of the Cash Convertible Notes, we entered into note hedge and warrant transactions with certain financial institutions, each of which we refer to as a counterparty. The Cash Convertible Note hedge is comprised of purchased cash-settled call options that are expected to reduce our exposure to potential cash payments required to be made by us upon the cash conversion of the notes. We have also entered into respective warrant transactions with the counterparties pursuant to which we will have sold to each counterparty warrants for the purchase of shares of our common stock. Together, each of the note hedges and warrant transactions are expected to provide us with some protection against increases in our stock price over the conversion price per share. However, there is no assurance that these transactions will remain in effect at all times. Also, although we believe the counterparties are highly rated financial institutions, there are no assurances that the counterparties will be able to perform their respective obligations under the agreement we have with each of them. Any net exposure related to conversion of the notes or any failure of the counterparties to perform their obligations under the agreements we have with them could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

ANY FUTURE ACQUISITIONS OR DIVESTITURES WOULD INVOLVE A NUMBER OF INHERENT RISKS. THESE RISKS COULD CAUSE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We may continue to seek to expand our product line through complementary or strategic acquisitions of other companies, products or assets, including those in rapidly developing economies, or through joint ventures, licensing agreements or other arrangements or may determine to divest certain products or assets. Any such acquisitions, joint ventures or other business combinations may involve significant challenges in integrating the

new company’s operations, and divestitures could be equally challenging. Either process may prove to be complex and time consuming and require substantial resources and effort. It may also disrupt our ongoing businesses, which may adversely affect our relationships with customers, employees, regulators and others with whom we have business or other dealings.

We may be unable to realize synergies or other benefits, including tax savings, expected to result from any acquisitions, joint ventures or other transactions or investments we may undertake, or be unable to generate additional revenue to offset any unanticipated inability to realize these expected synergies or benefits. Realization of the anticipated benefits of acquisitions or other transactions could take longer than expected, and implementation difficulties, unforeseen expenses, complications and delays, market factors or deterioration in domestic and global economic conditions could alter the anticipated benefits of any such transactions. We may also compete for certain acquisition targets with companies having greater financial resources than us or other advantages over us that may prevent us from acquiring a target. We also may inherit legal, regulatory and other risks that accrued prior to the acquisition, whether known or unknown to us. These factors could impair our growth and ability to compete, require us to focus additional resources on integration of operations rather than other profitable areas, or otherwise cause a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE ENTER INTO VARIOUS AGREEMENTS IN THE NORMAL COURSE OF BUSINESS WHICH PERIODICALLY INCORPORATE PROVISIONS WHEREBY WE INDEMNIFY THE OTHER PARTY TO THE AGREEMENT. IN THE EVENT THAT WE WOULD HAVE TO PERFORM UNDER THESE INDEMNIFICATION PROVISIONS, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

In the normal course of business, we periodically enter into employment, legal settlement, and other agreements which incorporate indemnification provisions. We maintain insurance coverage which we believe will effectively mitigate our obligations under certain of these indemnification provisions. However, should our obligation under an indemnification provision exceed our coverage or should coverage be denied, our business, financial position and results of operations could be materially adversely affected and the market value of our common stock could decline.

OUR FUTURE SUCCESS IS HIGHLY DEPENDENT ON OUR CONTINUED ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL. ANY FAILURE TO ATTRACT AND RETAIN KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

It is important that we attract and retain qualified personnel in order to develop new products and compete effectively. If we fail to attract and retain key scientific, technical or management personnel, our business could be affected adversely. Additionally, while we have employment agreements with certain key employees in place, their employment for the duration of the agreement is not guaranteed. If we are unsuccessful in retaining our key employees, it could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE ARE IN THE PROCESS OF ENHANCING AND FURTHER DEVELOPING OUR GLOBAL ENTERPRISE RESOURCE PLANNING SYSTEMS AND ASSOCIATED BUSINESS APPLICATIONS. AS WITH ANY ENHANCEMENTS OF SIGNIFICANT SYSTEMS, DIFFICULTIES ENCOUNTERED COULD RESULT IN BUSINESS INTERRUPTIONS, AND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

We are enhancing and further developing our global enterprise resource planning (“ERP”) systems and associated applications to provide more operating efficiencies and effective management of our business operations. Such changes to ERP systems and related software carry risks such as cost overruns, project delays and business interruptions and delays. If we experience a material business interruption as a result of our ERP enhancements, it could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

WE MUST MAINTAIN ADEQUATE INTERNAL CONTROLS AND BE ABLE, ON AN ANNUAL BASIS, TO PROVIDE AN ASSERTION AS TO THE EFFECTIVENESS OF SUCH CONTROLS. FAILURE TO MAINTAIN ADEQUATE INTERNAL CONTROLS OR TO IMPLEMENT NEW OR IMPROVED CONTROLS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Effective internal controls are necessary for Mylan to provide reasonable assurance with respect to its financial reports. We are spending a substantial amount of management time and resources to comply with laws, regulations and standards relating to corporate governance and public disclosure. In the U.S., such regulations include the Sarbanes-Oxley Act of 2002, SEC regulations and the NASDAQ listing standards. In particular, Section 404 of the Sarbanes-Oxley Act of 2002 requires management’s annual review and evaluation of our internal control over financial reporting and attestation as to the effectiveness of these controls by our independent registered public accounting firm. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting. Additionally, internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, this could have a material adverse effect on our business, financial position and results of operations, and the market value of our common stock could decline.

THERE ARE INHERENT UNCERTAINTIES INVOLVED IN ESTIMATES, JUDGMENTS AND ASSUMPTIONS USED IN THE PREPARATION OF FINANCIAL STATEMENTS IN ACCORDANCE WITH GAAP. ANY FUTURE CHANGES IN ESTIMATES, JUDGMENTS AND ASSUMPTIONS USED OR NECESSARY REVISIONS TO PRIOR ESTIMATES, JUDGMENTS OR ASSUMPTIONS OR CHANGES IN ACCOUNTING STANDARDS COULD LEAD TO A RESTATEMENT OR REVISION TO PREVIOUSLY CONSOLIDATED FINANCIAL STATEMENTS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

The Consolidated and Condensed Consolidated Financial Statements included in the periodic reports we file with the SEC are prepared in accordance with GAAP. The preparation of financial statements in accordance with GAAP involves making estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and income. Estimates, judgments and assumptions are inherently subject to change in the

future and any necessary revisions to prior estimates, judgments or assumptions could lead to a restatement. Furthermore, although we have recorded reserves for litigation related contingencies based on estimates of probable future costs, such litigation related contingencies could result in substantial further costs. Also, any new or revised accounting standards may require adjustments to previously issued financial statements. Any such changes could result in corresponding changes to the amounts of liabilities, revenues, expenses and income. Any such changes could have a material adverse effect on our business, financial position and results of operations and could cause the market value of our common stock to decline.

CHARGES TO EARNINGS RESULTING FROM ACQUISITIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL POSITION AND RESULTS OF OPERATIONS AND COULD CAUSE THE MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Under the GAAP business combination accounting standards, we recognize the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in acquired companies generally at their acquisition date fair values and, in each case, separately from goodwill. Goodwill as of the acquisition date is measured as the excess amount of consideration transferred, which is also generally measured at fair value, and the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. Our estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain. After we complete an acquisition, the following factors could result in material charges and adversely affect our operating results and may adversely affect our cash flows:

•

costs incurred to combine the operations of companies we acquire, such as transitional employee expenses and employee retention, redeployment or relocation expenses;

•

impairment of goodwill or intangible assets, including acquired in-process research and development;

•

amortization of intangible assets acquired;

•

a reduction in the useful lives of intangible assets acquired;

•

identification of or changes to assumed contingent liabilities, including, but not limited to, contingent purchase price consideration, income tax contingencies and other non-income tax contingencies, after our final determination of the amounts for these contingencies or the conclusion of the measurement period (generally up to one year from the acquisition date), whichever comes first;

•

charges to our operating results to eliminate certain duplicative pre-acquisition activities, to restructure our operations or to reduce our cost structure;

•

charges to our operating results resulting from expenses incurred to effect the acquisition; and

•

accretion of contingent consideration liabilities.

A significant portion of these adjustments could be accounted for as expenses that will decrease our net income and earnings per share for the periods in which those costs are incurred. Such charges could cause a material adverse effect on our business, financial position and results of operations and could cause the market value of the common stock to decline.

ITEM 6.

EXHIBITS



3.1		Amended and Restated Articles of Incorporation of the registrant, as amended to date, filed as Exhibit 3.1 to the Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.

3.2		Bylaws of the registrant, as amended to date, filed as Exhibit 3.2 to the Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.



4.1(a)		Rights Agreement dated as of August 22, 1996, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 3, 1996, and incorporated herein by reference.

4.1(b)		Amendment to Rights Agreement dated as of November 8, 1999, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 1 to Form 8-A/A filed with the SEC on March 31, 2000, and incorporated herein by reference.

4.1(c)		Amendment No. 2 to Rights Agreement dated as of August 13, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on August 16, 2004, and incorporated herein by reference.

4.1(d)		Amendment No. 3 to Rights Agreement dated as of September 8, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 9, 2004, and incorporated herein by reference.

4.1(e)		Amendment No. 4 to Rights Agreement dated as of December 2, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 3, 2004, and incorporated herein by reference.

4.1(f)		Amendment No. 5 to Rights Agreement dated as of December 19, 2005, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 19, 2005, and incorporated herein by reference.

4.2(a)		Indenture, dated as of July 21, 2005, between the registrant and The Bank of New York, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on July 27, 2005, and incorporated herein by reference.

4.2(b)		Second Supplemental Indenture, dated as of October 1, 2007, among the registrant, the Subsidiaries of the registrant listed on the signature page thereto and The Bank of New York, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on October 5, 2007, and incorporated herein by reference.

4.3		Registration Rights Agreement, dated as of July 21, 2005, among the registrant, the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Capital Markets, Inc., KeyBanc Capital Markets (a Division of McDonald Investments Inc.), PNC Capital Markets, Inc. and SunTrust Capital Markets, Inc., filed as Exhibit 4.2 to the Report on Form 8-K filed with the SEC on July 27, 2005, and incorporated herein by reference.

4.4(a)		Indenture, dated as of September 15, 2008, among the registrant, the guarantors named therein and Bank of New York Mellon as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 15, 2008, and incorporated herein by reference.

4.4(b)		First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of September 15, 2008, among the registrant, the guarantors named therein and The Bank of New York Mellon, as trustee, filed as Exhibit 4.3 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.

4.5(a)		Indenture, dated as of May 19, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on May 19, 2010, and incorporated herein by reference.

4.5(b)		First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of May 19, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon, as trustee, filed as Exhibit 4.2 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.



4.6(a)		Indenture, dated as of November 24, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on November 24, 2010, and incorporated herein by reference.

4.6(b)		First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of November 24, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.

4.7(a)		Indenture, dated as of March 7, 2007, among the registrant, the guarantors thereto and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on March 7, 2007, and incorporated herein by reference.

4.7(b)		First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc., Dey, Inc., Dey Pharma, L.P., Dey Limited Partner, Inc., EMD, Inc., Mylan Delaware Inc., Mylan LHC Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated March 7, 2007, among the registrant, the guarantors thereto and The Bank of New York Mellon, as trustee, filed as Exhibit 4.4 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.

10.1		Receivables Purchase Agreement, dated as of February 21, 2012, by and among Mylan Pharmaceuticals Inc., individually and as Servicer, Mylan Securitization LLC, as Seller, the Conduit Purchasers from time to time party thereto, the Committed Purchasers from time to time party thereto, the Letter of Credit Issuers from time to time a party thereto, the Purchaser Agents from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent.

10.2		Purchase and Contribution Agreement, dated as of February 21, 2012, between Mylan Pharmaceuticals Inc., as Originator and as Servicer, and Mylan Securitization LLC, as Buyer.

10.3		Performance Guaranty, dated as of February 21, 2012, by Mylan Inc. in favor of The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent.

10.4(a)		Transition and Succession Agreement dated as of January 10, 2006, between the registrant and Harry Korman.

10.4(b)		Amendment No. 1 to Transition and Succession Agreement, dated as of April 3, 2006, between the registrant and Harry Korman.

10.4(c)		Amendment No. 2 to Transition and Succession Agreement, dated as of December 15, 2008, between the registrant and Harry Korman.

10.5(a)		Transition and Succession Agreement dated as of February 25, 2008, between the registrant and Anthony Mauro.

10.5(b)		Amendment No. 1 to Transition and Succession Agreement, dated as of December 15, 2008, between the registrant and Anthony Mauro.

10.5(c)		Amendment No. 2 to Transition and Succession Agreement, dated as of October 15, 2009, between the registrant and Anthony Mauro.

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Mylan Inc. (Registrant)

By:		/s/ Heather Bresch
		Heather Bresch
		Chief Executive Officer
		(Principal Executive Officer)

April 27, 2012



		/s/ John D. Sheehan
		John D. Sheehan
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

April 27, 2012



		/s/ Daniel C. Rizzo, Jr.
		Daniel C. Rizzo, Jr.
		Senior Vice President, Chief Accounting
		Officer and Corporate Controller
		(Principal Accounting Officer)

April 27, 2012

EXHIBIT INDEX


10.1		Receivables Purchase Agreement, dated as of February 21, 2012, by and among Mylan Pharmaceuticals Inc., individually and as Servicer, Mylan Securitization LLC, as Seller, the Conduit Purchasers from time to time party thereto, the Committed Purchasers from time to time party thereto, the Letter of Credit Issuers from time to time a party thereto, the Purchaser Agents from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent.†

10.2		Purchase and Contribution Agreement, dated as of February 21, 2012, between Mylan Pharmaceuticals Inc., as Originator and as Servicer, and Mylan Securitization LLC, as Buyer.

10.3		Performance Guaranty, dated as of February 21, 2012, by Mylan Inc. in favor of The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent.

10.4(a)		Transition and Succession Agreement dated as of January 10, 2006, between the registrant and Harry Korman.

10.4(b)		Amendment No. 1 to Transition and Succession Agreement, dated as of April 3, 2006, between the registrant and Harry Korman.

10.4(c)		Amendment No. 2 to Transition and Succession Agreement, dated as of December 15, 2008, between the registrant and Harry Korman.

10.5(a)		Transition and Succession Agreement dated as of February 25, 2008, between the registrant and Anthony Mauro.

10.5(b)		Amendment No. 1 to Transition and Succession Agreement, dated as of December 15, 2008, between the registrant and Anthony Mauro.

10.5(c)		Amendment No. 2 to Transition and Succession Agreement, dated as of October 15, 2009, between the registrant and Anthony Mauro.

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

†	Confidential treatment has been requested for portions of this exhibit.

Exhibit 10.1

RECEIVABLES PURCHASE AGREEMENT

Dated as of February 21, 2012

among

MYLAN PHARMACEUTICALS INC.,

individually and as Servicer,

MYLAN SECURITIZATION LLC ,

as Seller,

THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO,

THE COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO,

THE PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO,

THE LOC ISSUERS FROM TIME TO TIME PARTY HERETO

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

as Agent

TABLE OF CONTENTS


	Page
ARTICLE I PURCHASES AND REINVESTMENTS		2

SECTION 1.1 Purchases; Limits on Purchasers’ and LOC Issuer’s Obligations		2
SECTION 1.2 Purchase Procedures; Funded Purchases and LOC Purchases; Assignment of Purchasers’ Interests		6
SECTION 1.3 Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest		9
SECTION 1.4 Changes in Purchasers’ Total Commitment		13
SECTION 1.5 Issuance of Letters of Credit		14
SECTION 1.6 Letter of Credit Group Disbursements, Reimbursement		15
SECTION 1.7 Repayment of Letter of Credit Participation Advances		17
SECTION 1.8 Documentation		17
SECTION 1.9 Determination to Honor Drawing Request		18
SECTION 1.10 Nature of Participation and Reimbursement Obligations		18
SECTION 1.11 [Reserved]		19
SECTION 1.12 Liability for Acts and Omissions		19
SECTION 1.13 Termination or Reduction of Letters of Credit		21

ARTICLE II COMPUTATIONAL RULES		21

SECTION 2.1 Selection of Rate Tranches		21
SECTION 2.2 Computation of each Purchaser’s Investment and each Purchaser’s Tranche Investment		22
SECTION 2.3 Computation of Concentration Limit and Unpaid Balance		22
SECTION 2.4 Computation of Yield		23
SECTION 2.5 Estimates of Yield Rate, Fees, Etc		23
SECTION 2.6 Defaulting Purchasers		23

ARTICLE III SETTLEMENTS		26

SECTION 3.1 Settlement Procedures		26
SECTION 3.2 Deemed Collections; Reduction of Purchasers’ Total Investment, Etc		30
SECTION 3.3 Payments and Computations, Etc		32
SECTION 3.4 Treatment of Collections and Deemed Collections		33

ARTICLE IV FEES AND YIELD PROTECTION		33

SECTION 4.1 Fees		33
SECTION 4.2 Yield Protection		33
SECTION 4.3 Funding Losses		35

ARTICLE V CONDITIONS OF PURCHASES		36

SECTION 5.1 Closing Date; Conditions Precedent to Initial Purchase		36
SECTION 5.2 Conditions Precedent to All Purchases and Reinvestments		38

TABLE OF CONTENTS

(continued)


	Page
ARTICLE VI REPRESENTATIONS AND WARRANTIES		39

SECTION 6.1 Representations and Warranties of Seller		39
SECTION 6.2 Representations and Warranties of MPI, Individually and as Servicer		44

ARTICLE VII GENERAL COVENANTS OF SELLER AND Servicer		47

SECTION 7.1 Affirmative Covenants of Seller		47
SECTION 7.2 Reporting Requirements of Seller		50
SECTION 7.3 Negative Covenants of Seller		51
SECTION 7.4 Affirmative Covenants of Servicer		54
SECTION 7.5 Reporting Requirements of MPI, Individually and as Servicer		56
SECTION 7.6 Negative Covenants of MPI, Individually and as Servicer		59
SECTION 7.7 Full Recourse		61
SECTION 7.8 Corporate Separateness; Related Matters and Covenants		61

ARTICLE VIII ADMINISTRATION AND COLLECTION		65

SECTION 8.1 Designation of Servicer		65
SECTION 8.2 Duties of Servicer		65
SECTION 8.3 Resignation of MPI as Servicer		67
SECTION 8.4 Rights of Agent		67
SECTION 8.5 Responsibilities of Servicer		68
SECTION 8.6 Further Action Evidencing Purchases and Reinvestments		68
SECTION 8.7 Application of Collections		69

ARTICLE IX SECURITY INTEREST		69

SECTION 9.1 Grant of Security Interest		69
SECTION 9.2 Further Assurances		70

ARTICLE X EVENTS OF DEFAULT		70

SECTION 10.1 Events of Default		70
SECTION 10.2 Remedies		74

ARTICLE XI AGENT; CERTAIN RELATED MATTERS		77

SECTION 11.1 Authorization and Action of each Purchaser Agent		77
SECTION 11.2 Authorization and Action of Agent		78
SECTION 11.3 Delegation of Duties		78
SECTION 11.4 Agency Termination		78
SECTION 11.5 Successor Agent		78
SECTION 11.6 Indemnification		78
SECTION 11.7 Limited Liability of Purchasers, Purchaser Agents and Agent		79
SECTION 11.8 Reliance, Etc		79
SECTION 11.9 Purchasers and Affiliates		80

TABLE OF CONTENTS

(continued)


	Page
ARTICLE XII INDEMNIFICATION		80

SECTION 12.1 Indemnities by Seller		80
SECTION 12.2 Indemnity by Servicer		83

ARTICLE XIII MISCELLANEOUS		84

SECTION 13.1 Amendments, Etc		84
SECTION 13.2 Notices, Etc		85
SECTION 13.3 Successors and Assigns; Participations; Assignments		85
SECTION 13.4 No Waiver; Remedies		86
SECTION 13.5 Binding Effect; Survival		86
SECTION 13.6 Costs, Expenses and Taxes		87
SECTION 13.7 No Proceedings		88
SECTION 13.8 Confidentiality		88
SECTION 13.9 Captions and Cross References		90
SECTION 13.10 Integration		90
SECTION 13.11 Governing Law		91
SECTION 13.12 Waiver of Jury Trial		91
SECTION 13.13 Consent to Jurisdiction; Waiver of Immunities		91
SECTION 13.14 Execution in Counterparts		92
SECTION 13.15 No Recourse Against Other Parties		92
SECTION 13.16 Pledge to a Federal Reserve Bank		92
SECTION 13.17 Severability		92
SECTION 13.18 No Party Deemed Drafter		92


APPENDIX A		Definitions

ANNEX A		Form of Purchase Notice
ANNEX B		Form of Letter of Credit Application

SCHEDULE 6.1(f)		Disclosed Matters
SCHEDULE 6.1(l)		UCC Details
SCHEDULE 6.1(m)		Lock-Box Information
SCHEDULE 6.2(m)		Credit and Collection Policy
SCHEDULE 13.2		Addresses for Notices

EXHIBIT 3.1(a)		Form of Information Package
EXHIBIT 7.5(a)(iii)		Compliance Certificate
EXHIBIT 7.5(k)		Contractual Dilution Estimate Information

iii

RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT dated as of February 21, 2012 (this “ Agreement ”), among Mylan Pharmaceuticals Inc., a West Virginia corporation (“ MPI ”), individually and as initial Servicer, Mylan Securitization LLC, a Delaware limited liability company, as seller (“ Seller ”), Market Street Funding, LLC, a Delaware limited liability company (“ Market Street ”), as a conduit purchaser, Working Capital Management Co, LP, a California limited partnership (“ WCMC ”), as a conduit purchaser, Victory Receivables Corporation, a Delaware corporation (“ Victory ”), as a conduit purchaser and the other conduit purchasers from time to time party hereto (each individually, a “ Conduit Purchaser ” and collectively with Market Street, WCMC and Victory, “ Conduit Purchasers ”), PNC Bank, National Association, a national banking association (“ PNC ”), as a committed purchaser, Mizuho Corporate Bank, Ltd, a bank organized under the laws of Japan (“ Mizuho ”), as a committed purchaser, SunTrust Bank, a Georgia banking corporation (“ SunTrust ”), as a committed purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, a Japanese banking corporation acting through its New York Branch (“ BTMUNY ”), as a committed purchaser and the other committed purchasers from time to time party hereto (each individually, a “ Committed Purchaser ” and collectively with PNC, SunTrust, Mizuho and BTMUNY, “ Committed Purchasers ” and collectively with the Conduit Purchasers, “ Purchasers ”), PNC, as a purchaser agent, Mizuho, as a purchaser agent, SunTrust Robinson Humphrey, Inc., a Tennessee corporation (“ STRH ”), as a purchaser agent (it being understood on the date hereof the SunTrust Group does not have a Conduit Purchaser), BTMUNY, as a purchaser agent and the other purchaser agents from time to time party hereto (each individually, a “ Purchaser Agent ” and collectively with PNC, STRH, Mizuho and BTMUNY, “ Purchaser Agents ”), BTMUNY, as agent on behalf of the Secured Parties (“Agent”), the several financial institutions identified on the signature pages hereto as “LOC Issuers” for their respective applicable LOC Groups, and each of the other members of each Group party hereto.

B A C K G R O U N D :

1. Originator has, and expects to have, Receivables which Originator intends to sell or contribute to Seller pursuant to the Sale Agreement.

2. Seller is a special purpose, bankruptcy remote, limited liability company and wholly-owned subsidiary of MPI.

3. Seller, in turn, intends to sell to Agent, on behalf of Purchasers and the related LOC Issuer, as applicable, the Receivables and certain other related assets which Seller is acquiring from Originator.

4. Seller has requested that Agent on behalf of Purchasers and each LOC Issuer, as applicable, and Agent on behalf of Purchasers and each LOC Issuer, as applicable, has agreed, subject to the terms and conditions contained in this Agreement, to purchase such Receivables, the Related Assets and the proceeds of the foregoing, referred to herein as the Asset Interest, from Seller from time to time during the term of this Agreement.

5. The Purchasers will pay the purchase price for the Receivables and other related assets in cash or by having the related LOC Issuer issue Letters of Credit on behalf of such Purchasers in accordance with the terms and conditions herein, in which case, the Committed Purchasers shall participate in such Letters of Credit issued by the related LOC Issuer as described herein.

6. Seller, Purchasers, LOC Issuer and Agent also desire that, subject to the terms and conditions of this Agreement, certain of the daily Collections in respect of the Asset Interest be reinvested in Pool Receivables, which reinvestment shall constitute part of the Asset Interest.

7. Seller, Purchasers, LOC Issuer and Agent also desire that, pursuant to the terms hereof, MPI be appointed, and act, as the initial Servicer of the Receivables.

8. Seller, Purchasers, LOC Issuer and Agent also desire that the Performance Guarantor guarantee the obligations of Originator and Servicer under the Transaction Documents in accordance with the terms of the Performance Guaranty.

9. BTMUNY has been requested, and is willing, to act as Agent.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

Capitalized terms used and not otherwise defined in this Agreement are used as defined in (or by reference in) Appendix A , and the other interpretive provisions set out in Appendix A shall be applied in the interpretation of this Agreement.

ARTICLE I

PURCHASES AND REINVESTMENTS

SECTION 1.1 Purchases; Limits on Purchasers’ and LOC Issuer’s Obligations .

(a) Purchases . Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may either request a Funded Purchase, an LOC Purchase or a combination thereof in accordance with this Section 1.1 .

(b) Funded Purchases .

(i) If Seller desires a purchase to be funded all or in part by the Purchasers in cash, upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Agent, on behalf of Conduit Purchasers or, if any Conduit Purchaser is unable or unwilling to make such purchase or if no such Conduit Purchaser exists with respect to a Group, the related Committed Purchaser in such Group, purchase from Seller the Asset Interest and Agent, for any Group that has a Conduit Purchaser, on behalf of Conduit Purchasers or, if any Conduit Purchaser is unable or unwilling to make such purchase or, in the case of any Group that

does not have a Conduit Purchaser, the related Committed Purchaser in such Conduit Purchaser’s Group, shall make a purchase (each such payment being a “ Funded Purchase ”) in an amount equal in each instance to the lesser of: (i) the amount requested by Seller to be funded as a Funded Purchase under Section 1.2(a), and (ii) the largest amount that will not cause any of (after giving effect to such Funded Purchase and any other Funded Purchase on such day) (a) in the case of each Conduit Purchaser, such Conduit Purchaser’s Total Investment, plus the Investment of each other Purchaser in such Group or, in the case of each Committed Purchaser, such Committed Purchaser’s Total Investment to exceed such Committed Purchaser’s Commitment, (b) the aggregate Purchasers’ Total Investment to exceed the Purchasers’ Total Commitment, or (c) the sum of the aggregate Purchasers’ Total Investment and the Required Reserves to exceed the Net Pool Balance at such time (such amount being the “ Funded Purchase Price ”). Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make Funded Purchases deemed to be so requested by Seller above if its related Conduit Purchaser, if applicable, in such Committed Purchaser’s Group is unable or unwilling to make such Funded Purchase, so long as its Investment after giving effect to such Funded Purchase (and any other Funded Purchase to be made on such date) would not exceed its Commitment or cause the Purchasers’ Total Investment to exceed the Purchasers’ Total Commitment. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Funded Purchase. Notwithstanding anything contained herein, at no time shall a Committed Purchaser have an obligation to make any Funded Purchase on or after its related Commitment Termination Date.

(ii) Seller may, subject to the requirements and conditions herein, use the proceeds of any Funded Purchase hereunder to satisfy its Reimbursement Obligation ratably to the applicable affected LOC Issuer or LOC Issuers (ratably, based on the Stated Amount of the Letters of Credit issued by each such LOC Issuer) and the related Committed Purchasers (ratably, based on the outstanding amounts funded by each such Committed Purchaser to the related LOC Issuer in connection with the applicable LOC Purchase) pursuant to Section 1.6 .

(iii) In addition, in the event Seller fails to reimburse any applicable LOC Issuer and each related Committed Purchaser, as applicable, for the full amount of any drawing under any related Letter of Credit on the applicable Drawing Date (out of its own funds available therefor at such time), in accordance with Section 1.6 and the terms and conditions of the related Letter of Credit, then Seller shall automatically (and without the requirement of any further action on the part of any Person hereunder) be deemed to have requested a Funded Purchase from the Group or Groups related to such Letter of Credit in accordance with, and subject to the conditions of, clause (i) above on such date in an amount equal to the total amount of such Reimbursement Obligation at such time. Subject to the limitations on funding set forth herein and therein, in the case of any Group that has a Conduit Purchaser, the Conduit Purchasers in each applicable Group at their sole and exclusive discretion, or, in the case of any Group that does not have a

Conduit Purchaser at such time, the related Committed Purchaser shall make such Funded Purchase in accordance with such deemed purchase request and deliver the proceeds thereof directly to the applicable Purchaser Agent to be distributed (ratably) to the affected LOC Issuer and related Committed Purchaser, as applicable, in satisfaction of Seller’s Reimbursement Obligation pursuant to Section 1.6 in each case only to the extent of the amounts permitted to be funded by such Conduit Purchaser at such time, as if such Funded Purchase was requested in accordance with clause (i) above. If any such Conduit Purchaser is unwilling or unable for any reason to make such Funded Purchase, the related Committed Purchaser in the applicable Group shall make such Funded Purchase in accordance with such deemed purchase request in accordance with, and subject to the conditions of, clause (i) above and deliver the proceeds thereof directly to the applicable Purchaser Agent to be distributed (ratably) to the affected LOC Issuer and related Committed Purchasers, as applicable, in satisfaction of Seller’s Reimbursement Obligation pursuant to Section 1.6. in each case only to the extent of the amounts permitted to be funded by such Committed Purchasers at such time, as if such Funded Purchase was requested in accordance with clause (i) above (including that such Funded Purchase will not cause the applicable Committed Purchaser’s Investment to exceed its Commitment). In the event that any such Funded Purchase is not made under this clause (iii) because the conditions precedent thereto set forth herein (including in Sections 1.1(b) and 5.2 ) have not been satisfied with respect thereto, the applicable Purchaser Agent shall give notice thereof to Servicer.

(iv) Any Funded Purchase plus any LOC Purchase made pursuant to this Section 1.1 on any day shall be in an amount at least equal to $40,000,000 for the initial Funded Purchase or initial LOC Purchase hereunder, or for any other Funded Purchase or LOC Purchase made when the Purchasers’ Total Investment is zero before giving effect to such Funded Purchase or LOC Purchase and at least $5,000,000 for any Funded Purchase thereafter (unless such Funded Purchase is deemed to be made under clause (iii) above), and, in each case (including with respect to any LOC Purchase), in integral multiples of $100,000 in excess thereof.

(c) Letter of Credit Purchases . If Seller desires a purchase to be funded all or in part by a LOC Issuer by its issuance of standby letters of credit in such form as may be agreed to in writing by the applicable LOC Issuer and Seller from time to time (the “ Letters of Credit ”), in which each of the Committed Purchasers in the applicable LOC Group will ratably participate in accordance with the terms of this Agreement (including Section 1.6 and Section 2.6 , as applicable) upon the terms and subject to the conditions of this Agreement, from time to time prior to the earlier of (i) such LOC Issuer’s related Commitment Termination Date and (ii) the Purchase Termination Date, Seller may request the LOC Issuer to issue such Letters of Credit or to extend or renew a previously issued Letter of Credit on its behalf (each such purchase being a “ LOC Purchase ”), with an aggregate Stated Amount of all such Letters of Credit equal in each instance to the lesser of: (i) the amount requested by Seller under Sections 1.2(b)(i) or 5.2(b) to be made as a LOC Purchase by such LOC Issuer and (ii) the largest amount that will not cause any of (after giving effect to such LOC Purchase and any Funded Purchase on such day) (A)

in the case of each Conduit Purchaser, such Conduit Purchaser’s Total Investment, plus the Investment of each other Purchaser in such Group, or, in the case of each Committed Purchaser, such Committed Purchaser’s Total Investment to exceed such Committed Purchaser’s Commitment, (B) the then outstanding Stated Amount of all Letters of Credit issued in connection with LOC Purchases to exceed $80,000,000, (C) the applicable LOC Issuance Limit for any LOC Issuer to be exceeded after giving effect to such issuance or (D) the sum of the aggregate Purchasers’ Total Investment and the Required Reserves to exceed the Net Pool Balance at such time, and in each case such that, after giving effect to such LOC Purchase (and the corresponding issuance of Letter(s) of Credit) and any other expiration, reduction, cancellation or reallocation of any other outstanding Letter of Credit on or before such date (including as a result of a deemed purchase under Section 1.6(a)(ii)(A) ), (1) the proportion of the Investment of each Committed Purchaser to the Purchasers’ Total Investment is in the same proportion as the Commitment of such Committed Purchaser to the Purchasers’ Total Commitment, (2) each LOC Issuer only has LOC Participation Obligations from the Committed Purchasers in its LOC Group, (3) each Committed Purchaser only has LOC Participation Obligations to the LOC Issuer(s) in its LOC Group in proportion to its applicable Ratable Share and LOC Group Ratable Share, as applicable, and (4) solely if there is more than one LOC Issuer, in connection with such LOC Purchase, each Letter of Credit issued or otherwise extended or renewed in connection with such LOC Purchase has the same expiry date, so that each Committed Purchaser shall have the same tenor of its aggregate LOC Exposure as each other Committed Purchaser has as of such date.

In the event there is more than one LOC Issuer or Fronting LOC Issuer in connection with any LOC Purchase, Seller shall also designate how the portion of such LOC Purchase allocable to the Fronting LOC Issuers in accordance with the terms of this Agreement, if any, shall be allocated amongst such Fronting LOC Issuers, and the parties acknowledge and agree that Seller shall allocate such portion of the LOC Purchase to any or all of the Fronting LOC Issuers and may request such Letters of Credit to be issued to any beneficiaries and on any of the applicable forms described in the preceding paragraph, it being understood that in connection with any LOC Purchase each applicable LOC Issuer may be issuing Letters of Credit on different forms and to different beneficiaries. Unless otherwise indicated in any other Group’s assumption joinder or transfer document, such new Group’s Letter of Credit will be in the form of Exhibit 1.1.(c) . Each LOC Issuer agrees, on the terms and subject to the conditions hereof (including Section 2.6(c) and the prior paragraph) and of the applicable Letter of Credit Applications, to issue such Letters of Credit requested by Seller hereunder only to the extent that after giving effect thereto (i) the aggregate Investment of all the Committed Purchasers in its LOC Group (after giving effect thereto, all of their other Purchases outstanding or to be funded on such date and any other LOC Purchases evidence by Letters of Credit issued by any LOC Issuer in such LOC Group on such dates) would not exceed its Commitment and (ii) the issuance of such Letter of Credit shall not cause it to exceed its LOC Issuance Limit. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to participate in each LOC Purchase requested by Seller hereunder to the extent of its related Group’s Ratable Share of each Purchase requested and the Commitment of such Group and so long as its Investment after giving effect to such participation in such LOC Purchase (and any other

Purchase to be made on such date) would not exceed its Commitment. Such participations in each such LOC Purchase by each Committed Purchaser shall constitute an agreement by such Committed Purchaser to make a Funded Purchase under, and subject to the conditions of, Section 1.1(b)(iii) in the event that related Letter of Credit is subsequently drawn and the Seller otherwise fails to fulfill its Reimbursement Obligation at such time with respect to such draw in accordance with the terms of this Agreement. All such unfunded participations in LOC Purchases shall be included in the calculation of the Investment of such Committed Purchaser and shall earn the applicable fees set forth in the Fee Letter, but shall not accrue Yield. In the event that any Letter of Credit expires, is cancelled or is surrendered to the applicable LOC Issuer in accordance with its terms without being drawn (in whole or in part) or if the Stated Amount of any such Letter of Credit is irrevocably reduced, then, in such event, the foregoing Commitment to make such Funded Purchase shall expire or be proportionately reduced, as applicable, with respect to such Letter of Credit and the related Committed Purchasers, and the related Investment of such Committed Purchaser shall automatically be ratably reduced (in accordance with their participation therein hereunder) to the extent of the amount, or portion of the Stated Amount, of such Letter of Credit which has expired or been so surrendered, cancelled or reduced, as applicable, and, if applicable, deemed Purchases shall occur in accordance with Section 1.6(a)(ii)(A) . The aggregate Stated Amount of all such Letters of Credit purchased under each LOC Purchase made pursuant to this Section 1.1(c) shall be subject to Section 1.1(b)(iv) , and, with respect to each applicable LOC Issuer, in an amount not less than $1,000,000 and in integral multiples of $100,000 in excess thereof.

SECTION 1.2 Purchase Procedures; Funded Purchases and LOC Purchases; Assignment of Purchasers’ Interests .

(a) Funded Purchases .

(i) Notice of Funded Purchase . Each Funded Purchase shall be made on irrevocable prior written notice from Seller to Agent and each Purchaser Agent to make such Funded Purchase received by Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) on the second (2 ^nd ) Business Day preceding the date of such proposed Funded Purchase. Each such notice of a proposed Funded Purchase shall specify (A) the desired amount and date of such proposed Purchase, (B) a pro forma calculation of the Asset Interest (based on the information from the most recent Information Package) after giving effect to such Funded Purchase and any other Purchase proposed to be made on such day, (C) a revised Information Package (based on the information from the most recent Information Package) reflecting all information after giving effect to such Purchase and any other Purchase made on such date and (D) each Group’s pro-rata portion of such requested amount; provided , however , that, the Seller shall not request, and the Purchasers shall not be required to fund, more than one Funded Purchase per week. If a Conduit Purchaser is willing and able, in its sole discretion, to make a Purchase requested of it pursuant to this Section 1.2(a) subject to the terms and conditions hereof, such Conduit Purchaser shall make such Purchase by transferring such amount in accordance with clause (b) below

on the requested purchase date. If any Conduit Purchaser is unwilling or unable for any reason to make such Purchase, subject to the terms and conditions hereof, the related Committed Purchaser in such Conduit Purchaser’s Group, subject to the terms and conditions hereof, shall make such Purchase by transferring such amount in accordance with clause (b) below.

(ii) Payment of Funded Purchase Price . On the date of each Funded Purchase, each Conduit Purchaser or each Committed Purchaser, as applicable, shall, upon satisfaction of the applicable conditions set forth herein (including in Article V ), make available to Seller, the Funded Purchase Price of its Funded Purchase in immediately available funds, at the account as designated from time to time by Seller in a written notice to Agent and each Purchaser Agent.

(b) LOC Purchases . Each LOC Purchase, the issuance of the related Letters of Credit and the participation of the Committed Purchasers therein, as applicable, in accordance with the terms of this Agreement (other than in accordance with Section 1.6(a)(ii)(A) ), shall be made on irrevocable prior written notice to make such LOC Purchase and issue the related Letters of Credit delivered from Seller received by each LOC Issuer, Agent and each Purchaser Agent not later than 11:00 a.m. (New York City time) at least two (2) Business Days preceding the date of such proposed LOC Purchase, including for the reallocation of the LOC Purchases described in Section 2.6(b) ), each such notice of a LOC Purchase shall be in substantially the form of the Letter of Credit Application for the applicable LOC Issuer including any related documents or agreements referred to therein (the “ Letter of Credit Application ”) attached hereto as Annex B duly completed to the satisfaction of Agent, the applicable Purchaser Agent and the applicable LOC Issuer and shall include, (A) the desired amount and date of such proposed LOC Purchase, (B) a pro forma calculation of the Asset Interest after giving effect to such LOC Purchase and any other Purchase proposed to be made on such day, (C) a revised Information Package reflecting all information after giving effect to such LOC Purchase and any other Purchase to be made on such date and (D) each Group’s pro-rata portion of such requested amount and, shall also include such other certificates, documents and other papers and information as Agent, such Purchaser Agent or such LOC Issuer may reasonably request. The Seller shall only request, on any Purchase Date, and the applicable LOC Issuer shall only issue, extend or renew Letters of Credit on such Purchase Date with the same expiry date, so that each Committed Purchaser shall have the same tenor of its aggregate LOC Exposure as each other Committed Purchaser has as of each Purchase Date. Such notice shall also include how much of the applicable amounts of such LOC Purchases as requested be made, and corresponding LOC’s be issued, by each Fronting LOC Issuer. Unless indicated otherwise in any other Group’s joinder or transfer document, such new Group’s Letter of Credit Application will, if such Group has its own LOC Issuer, be in the form of Annex B . Seller also has the right to give instructions and make agreements with respect to any Letter of Credit Application and the disposition of documents, and to agree with Agent, the applicable Purchaser Agent and the applicable LOC Issuer upon any amendment, extension or renewal of any Letter of Credit. Each Letter of Credit issued in connection with an LOC Purchase or otherwise shall comply with the provisions of Section 1.5 and the related Letter of Credit Application.

(c) Assignment of Asset Interest . Seller hereby sells, assigns and transfers to Agent, for the benefit of Purchasers (ratably, according to each Purchaser’s Investment) effective on and as of the date of each Purchase and Reinvestment by any Purchaser hereunder, all of its right, title and interest in, to and under all Pool Receivables purchased by such Purchaser hereunder and Related Assets relating to such Pool Receivables (other than the Seller’s title in and to the lock-box accounts related to such Pool Receivables, which shall remain with Seller subject to effective account control agreement in favor of Agent), whether now owned or existing, or thereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located (the assets so assigned to include not only the Pool Receivables and Related Assets existing as of the date of such Purchase but also all future Pool Receivables and the Related Assets acquired by Seller from time to time as provided in Section 1.3 ).

On any date, the Asset Interest will represent the Purchasers’ percentage ownership interest in all then outstanding Pool Receivables and all Related Assets with respect thereto (including all Collections and other proceeds), as at such date, which percentage ownership interest shall, on any date, be equal to the following fraction (expressed as a percentage):

PTI + RR

NPB

where:

in each case as of that date; provided that the Asset Interest will remain constant at 100% of the Net Pool Balance at all times on and after the Purchase Termination Date until the Final Payout Date. Agent’s right, title and interest in and to such percentage ownership interest in all such Pool Receivables and all such Related Assets (including all Collections and other proceeds with respect to the foregoing), for the benefit of the Purchasers, is herein called the “ Asset Interest ”.

(d) Characterization as a Purchase and Sale; Recharacterization . It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Agent for the benefit of Purchasers pursuant to this Agreement shall constitute a purchase and sale and not a pledge, and such purchase and sale of the Asset Interest to Agent for the benefit of Purchasers and their assigns hereunder shall be treated as a sale for all purposes, other than federal and state income tax purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. If, notwithstanding the foregoing, the conveyance of the Asset Interest to Agent for the benefit of Purchasers is characterized by any Governmental Authority, bankruptcy trustee

or any other Person as a pledge, the parties intend that Seller shall be deemed hereunder to have granted, and Seller does hereby grant, to Agent for the benefit of Purchasers a first priority perfected security interest to secure Seller’s obligations hereunder in all of Seller’s now or hereafter existing right, title and interest in, to and under the Asset Interest in the Pool Receivables and the Related Assets, whether now owned or existing, thereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located, and this Agreement shall constitute a security agreement under applicable Law. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.

(e) Purchasers’ Limitation on Payments . Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, none of the Purchasers, Purchaser Agents or Agent shall, and none of them shall be obligated (whether on behalf of a Purchaser or otherwise) to, pay any amount to Seller as a Reinvestment under Section 1.3 , except to the extent that Collections are available for distribution to Seller for such purpose in accordance with this Agreement. In addition, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations of any Purchaser that is a commercial paper conduit or similar vehicle under this Agreement and all other Transaction Documents shall be payable by such Purchaser or successor or assign solely to the extent of funds received from Seller in accordance with the terms of this Agreement or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Person’s matured and maturing Commercial Paper Notes or other senior indebtedness when due. Any amount which Agent, a Purchaser Agent or a Purchaser is not obligated to pay pursuant to the operation of the two preceding sentences shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against, or corporate obligation of, any Purchaser, any Purchaser Agent or Agent, as applicable, for any such insufficiency unless and until such amount becomes available for distribution to Seller pursuant to the terms hereof.

(f) Obligations Not Assumed . The foregoing sale, assignment and transfer does not constitute, and is not intended to result in, the creation or an assumption by Agent, any Purchaser Agent or any Purchaser of any obligation or liability of Seller, Originator, Servicer, or any other Person under or in connection with all, or any portion of, the Asset Interest (including the Receivables and Related Assets), all of which shall remain the obligations and liabilities of Seller, Originator and Servicer, as applicable.

SECTION 1.3 Reinvestments of Certain Collections; Payment of Remaining Collections; Asset Interest .

(a) On the close of business on each Business Day during the period from the Closing Date to the Purchase Termination Date, Servicer shall, on behalf of Agent (for the benefit of the Purchasers or other Secured Parties, as applicable), out of all Collections received since the last Business Day and on such Business Day from Pool Receivables:

(i) determine the amount of all Collections;

(ii) out of such Collections, be deemed to have set aside and held in trust for Agent, Purchasers, the LOC Issuer and any other Secured Party, as applicable, an amount (based on information provided by Agent or any Purchaser Agent pursuant to Section 2.5 ) equal to the sum of: (a) the estimated amount of Yield accrued in respect of each Rate Tranche, (b) all other amounts due to Agent, Purchasers, LOC Issuer or any other Secured Party hereunder (including amounts described in Sections 3.2(a) and 13.6 ) and (c) the Servicing Fee (in each case, accrued through such day and not so previously set aside or anticipated to accrue through the end of the current Settlement Period); provided , that in the case of any Exiting Purchaser, the remainder of such Collections (equal to the excess, if any, of all Collections received on such day from Pool Receivables, over the sum of the amounts in clauses (a) , (b) and (c) above on such day) shall not be reinvested (as described below) after the then-current Commitment Termination Date for such Exiting Purchaser and shall instead be held in trust for the benefit of such Exiting Purchaser (or, if there is more than one Exiting Purchaser on such day, pro rata for the benefit of each such Exiting Purchaser based on such Exiting Purchaser’s ratable share) and applied in accordance with clause (iii) below; provided , that, unless Agent or any Purchaser Agent shall request it to do so in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, and so long as Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Servicer shall not be required to hold Collections that have been set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds; it being understood that Agent, on behalf of Purchasers, or any Purchaser Agent, shall have a claim against Servicer to make payments pursuant to Sections 1.3(c) or 3.1(c) (which claims shall be full recourse to Servicer) in an amount equal to the amount of such Collections that have not been set aside and that have been so commingled; and

(iii) subject to Section 3.1(c)(iv) , apply such Collections as are not required to be set aside and held in trust pursuant to clause (ii) above, to pay Seller for additional Pool Receivables and Related Assets with respect to such Pool Receivables (each such purchase being a “ Reinvestment ”); provided , that, (A) if the Asset Interest expressed as a percentage of Net Pool Balance, would exceed 100% at such time, the aggregate Investment of any Purchaser would exceed such Purchaser’s Commitment or the then aggregate Purchasers’ Total Investment would exceed the Purchasers’ Total Commitment after giving effect to such Reinvestment, then Servicer shall not reinvest, but shall first set aside and hold in trust for the benefit of Purchasers in accordance with Section 3.4 , a portion of such Collections which, together with other Collections previously set aside and then so held, shall equal the amount necessary to reduce, as applicable, (i) the Purchasers’ Total Investment (ratably to the Purchasers based on each such Purchaser’s Investment) to an amount equal to or less than the Purchasers’ Total Commitment and (ii) the sum of Purchasers’ Total Investment and the Required

Reserves at such time to an amount equal to or less than the Net Pool Balance at such time (any remaining Collections after giving effect to this proviso shall then be applied as described above in this Section 1.3(a)(iii) ); (B) in the case of any Exiting Purchaser, after its then-current Commitment Termination Date, the Servicer shall not reinvest, but shall set aside and hold in trust for the benefit of the applicable Purchaser Agents, Purchasers, LOC Issuer or any other Secured Party, as applicable in accordance with Section 3.4 , a portion of such Collections which, together with other Collections previously set aside and then so held, shall equal the amount necessary to reduce such Exiting Purchaser’s Investment to zero (based on its ratable share of the Purchasers’ Total Investment (it being understood and agreed that notwithstanding anything to the contrary set forth herein, solely for the purpose of determining such Exiting Purchaser’s ratable share of such Collections, such Exiting Purchaser’s Investment shall be deemed to remain constant from such then current Commitment Termination Date for such Exiting Purchaser until the date such Exiting Purchaser’s Investment has been repaid in full)) and (C) if the conditions precedent to Reinvestment in clause (a) , (b) or (d) of Section 5.2 are not satisfied or no Reinvestments are to be made in accordance with Section 3.2(c) , then Servicer shall not apply any of such remaining Collections to a Reinvestment.

(b) Unreinvested Collections . Subject to Section 1.3(a)(iii) and Section 3.1(c)(iv) , Servicer shall set aside and hold in trust for the benefit of Agent, Purchasers (including any Exiting Purchasers), the LOC Issuer and any other Secured Party, as applicable, all Collections which, pursuant to clause (iii) of Section 1.3(a) , may not be reinvested in the Pool Receivables and Related Assets; provided , that, unless Agent or any Purchaser Agent shall request it to do so in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, and so long as Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, Servicer shall not be required to hold Collections that have been set aside in a separate deposit account containing only such Collections, and may commingle such Collections with its own funds; it being understood that Agent, on behalf of each Purchaser and the other Secured Parties, shall have a claim against Servicer to make payments pursuant to Section 1.3(c) or Section 3.1(c) (which claim shall be full recourse to Servicer) in an amount equal to the amount of such Collections that have not been set aside and that have been so commingled. If, prior to the date when such Collections are required to be paid to the Purchasers and, if applicable, the other Secured Parties, pursuant to Section 1.3(c) , the amount of Collections so set aside exceeds the amount, if any, necessary to reduce, as applicable, (i) the Purchasers’ Total Investment to an amount equal to or less than the Purchasers’ Total Commitment, (ii) the sum of the Purchasers’ Total Investment and the Required Reserves at such time to an amount equal to or less than the Net Pool Balance at such time, and (iii) any Exiting Purchaser’s Investment to zero, in each case subject to and as provided in Section 1.3(a)(iii) and the conditions precedent to Reinvestment set forth in clauses (a) , (b) and (d) of Section 5.2 are satisfied and Reinvestments are permitted in accordance with Section 3.2(c) , then Servicer shall apply such Collections (or, if less, a portion of such Collections equal to the amount of such excess) to the making of a Reinvestment.

(i) Servicer shall pay all amounts set aside and held in trust pursuant to clause (ii) of Section 1.3(a) in respect of Yield on a Rate Tranche not funded by the issuance of Commercial Paper Notes (including under a Liquidity Agreement or an Enhancement Agreement) to the applicable Purchaser Agent on the last day of the then current Yield Period for such Rate Tranche based on information provided by each applicable Purchaser Agent pursuant to Section 2.5 .

(ii) Servicer shall pay all amounts of Collections set aside and held in trust pursuant to clause (ii) of Section 1.3(a) above and not applied pursuant to clause (i) of this Section 1.3(c) to the applicable Purchaser Agent on the Settlement Date for each Settlement Period, as provided in Section 3.1 , or during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent or any applicable Purchaser Agent shall require on at least one (1) Business Day’s prior written notice to Servicer.

(iii) Servicer shall pay all amounts set aside and held in trust pursuant to Section 1.3(b) above to the applicable Purchaser Agent for the account of the applicable Purchasers, the applicable LOC Issuer or as otherwise required hereunder (A) on the last day of the then current Yield Period for any Rate Tranche not funded by the issuance of Commercial Paper Notes in an amount not exceeding each Committed Purchaser’s Tranche Investment of such Rate Tranche (based on information provided by each applicable Purchaser Agent pursuant to Section 2.5 ), and (B) on the Settlement Date for each Settlement Period, as provided in Section 3.1 , in an amount not exceeding each Conduit Purchaser’s Tranche Investment of the Rate Tranche funded by Commercial Paper Notes (based on information provided by each applicable Purchaser Agent pursuant to Section 2.5 ), or, in the case of clause (A) or clause (B) above, during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent shall require on at least one (1) Business Day’s prior written notice to Servicer; provided , that during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, payments under this clause (iii) shall be made, in the following order: first , as applicable, to the LOC Issuers to cash collateralize the Stated Amount of all outstanding Letters of Credit ratably among each applicable LOC Issuer in each LOC Group by depositing the applicable amounts to the applicable Cash Collateral Accounts, and then at the direction of the applicable Purchaser Agent.

(iv) Servicer shall pay the amount of Collections set aside pursuant to Section 1.3(a)(ii) above with respect to any Defaulting Purchaser on each Settlement Date (or during the Liquidation Period or during the existence of any Event of Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent or any applicable Purchaser

Agent shall require on at least one (1) Business Day’s written notice to Servicer) as follows: with respect to any amounts allocable to a Defaulting Purchaser for which Section 2.6(b)(ii)(A) is in effect, to the Purchaser Agent for each LOC Issuer to which such Defaulting Purchaser has existing LOC Participation Obligations, pro rata, to the repayment of any amounts owing by such Defaulting Purchaser to the related LOC Issuer of any LOC Group of which such Defaulting Purchaser is (or was) a member (e.g., the fronted amounts) and the amount needed, to be deposited in each applicable Cash Collateral Account until the amount on deposit in each such account is equal to the amount of the related LOC Participation Obligations of such Defaulting Purchaser; provided that, once all Defaulted Amounts with respect to any Defaulting Purchaser have been cash-collateralized as described herein or otherwise paid in full as described in Section 2.6 and no Event of Default that has not been waived in accordance with the terms of this Agreement has occurred and is continuing and the Seller agrees that such Defaulting Purchaser’s Commitment is terminated, such Defaulting Purchaser will be treated as an Exiting Purchaser hereunder.

(v) Servicer shall pay the amount of Collections set aside pursuant to Section 1.3(a)(ii) above with respect to any Exiting Purchaser on each Settlement Date (or during the Liquidation Period or during the existence of any Event of Default that has not been waived in accordance with the terms of this Agreement, on such earlier date or dates as Agent or any applicable Purchaser Agent shall require on at least one (1) Business Day’s written notice to Servicer) to the applicable Purchaser Agent, to be applied to reduce the Investment of such Exiting Purchaser in the following order of priority: first , the amount needed to be deposited in the related Cash Collateral Account for each applicable LOC Issuer to which such Exiting Purchaser has existing LOC Participation Obligations, pro rata among such LOC Issuers, until the amount on deposit in each such account equals the amount of the related LOC Participation Obligations and second , the amount needed to reduce any other Investment of such Exiting Purchaser in the manner selected by such Purchaser Agent, including the amount of any outstanding Funded Purchases, to zero.

(d) Reduction of Purchasers’ Total Investment . The aggregate Purchasers’ Total Investment shall not be reduced by the amount of Collections set aside pursuant to this Section unless and until such Collections are actually received by the applicable Purchaser Agent for application hereunder to reduce Purchasers’ Total Investment (ratably according to the Commitment of each Committed Purchaser in the related Group) in accordance with the terms hereof.

SECTION 1.4 Changes in Purchasers’ Total Commitment .

(a) Seller may (subject to clause (c) below and the other terms and conditions hereof), not more than once each calendar quarter, reduce the Purchasers’ Total Commitment in whole, or ratably among the Groups in part, in a minimum amount of $20,000,000 (or a larger integral multiple of $1,000,000), upon at least ten (10) Business Days’ written notice to Agent and each Purchaser Agent (each, a “ Commitment

Reduction Notice ”), which notice shall specify the aggregate amount of any such reduction and the applicable proposed respective amounts thereof applicable to each Committed Purchaser, provided that (i) the amount of the Purchasers’ Total Commitment may not be reduced below the Purchasers’ Total Investment unless accompanied by a prepayment in the amount necessary to ensure that the Purchasers’ Total Investment does not exceed the Purchasers’ Total Commitment, (ii) the amount of any Purchaser’s Commitment may not be reduced below such Purchaser’s Investment unless accompanied by a prepayment in the amount necessary to ensure that its Investment does not exceed its total Commitment, (iii) the amount of any Committed Purchaser’s Commitment may not be reduced below $35,000,000 unless such Committed Purchaser’s Commitment is terminated in full, and (iv) the amount of the Purchasers’ Total Commitment may not be reduced below $140,000,000 unless the Purchasers’ Total Commitment is terminated in full. All accrued and unpaid fees, including any broken funding costs, if any, shall be payable to (i) to Purchaser Agents, Purchasers, LOC Issuers and Secured Parties on the effective date of any termination of the Purchasers’ Total Commitment and (ii) to the affected Purchaser Agents, Purchasers, LOC Issuers and Secured Parties on the effective date of the termination of any Committed Purchaser’s Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to any Purchaser Agent and the Agent.

(b) In addition to and without limiting any other requirements for termination, prepayment or the funding of the Cash Collateral Account hereunder, no termination or reduction of the Purchasers’ Total Commitment, any Defaulting Purchaser’s Commitment or Commitment under any provision hereof shall be effective unless and until (i) in the case of a termination, the amount on deposit in the applicable Cash Collateral Account is at least equal to the then outstanding LOC Participation Obligations of the affected Committed Purchaser and (ii) in the case of a partial reduction, the amount on deposit in the Cash Collateral Account is at least equal to the excess, if any, of the then outstanding LOC Participation Obligations of the affected Committed Purchaser over the Purchasers’ Total Commitment or each such Purchaser’s Commitment, as applicable, as so reduced by such partial reduction.

SECTION 1.5 Issuance of Letters of Credit .

(a) Each Letter of Credit issued hereunder shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein, (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance or requested extension or renewal, as the case may be, in accordance with Sections 1.1 and 1.2 and (iii) be in form and substance reasonably acceptable to the applicable LOC Issuer in its sole discretion. Each Letter of Credit shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions thereof adhered to each respective LOC Issuer (“ UCP 600 ”) or the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions

thereof adhered to by each respective LOC Issuer (the “ ISP98 Rules ”), as determined by such LOC Issuer for itself.

(b) Seller shall authorize and direct each LOC Issuer to name Seller, on behalf of, or “for the benefit of” Originator, as the “Applicant” or “Account Party” (as applicable) of each Letter of Credit; provided , in either case, in no event shall any Person (including Originator) other than the Seller or Seller in such capacity be the Applicant” or “Account Party” (as applicable) under any Letter of Credit or otherwise have any obligation to reimburse any LOC Issuer under the terms of any Letter of Credit.

SECTION 1.6 Letter of Credit Group Disbursements, Reimbursement .

(a) (i) Immediately upon the issuance of each Letter of Credit issued by an LOC Issuer, each LOC Group Participant belonging to such LOC Issuer’s LOC Group shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such LOC Issuer in its LOC Group a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LOC Group Participant’s ratable share of the Stated Amount of such Letter of Credit and the amount of such drawing, respectively.

(ii) (A) In the event that the Stated Amount of any Letter of Credit is reduced (including reduction with respect to the Stated Amount of such Letter of Credit due to such Letter of Credit being irrevocably returned or canceled or expiring and, in each case, not being able to be drawn upon) and, as a result of such reduction (which, for the avoidance of doubt, shall be made in accordance with Section 1.13 ), the proportion of the Investment of any Committed Purchaser to the Purchasers’ Total Investment is not in the same proportion as the Commitment of such Committed Purchaser is to the Purchasers’ Total Commitment at such time, then such Committed Purchaser shall at such time, and hereby shall be deemed, to purchase from the other applicable Committed Purchasers (including, if applicable, those not in its LOC Group), and such other Committed Purchasers shall at such time, and shall hereby be deemed to, sell a participation interest in a Letter of Credit issued by such other Committed Purchasers in the amount that will equalize such proportions across all Committed Purchasers and such participations. All such purchases and sales shall reduce or increase, as applicable, each affected Committed Purchaser’s Investment in the amount of such sale or purchase.

(B) If any deemed purchases of participation interests occur (or are otherwise outstanding) in accordance with clause (ii)(A) above, the Seller shall by the later of (I) ten (10) Business Days thereafter and (II) the next Settlement Date thereafter, reduce the Stated Amount of such Letters of Credit, request a LOC Purchase or LOC Purchases hereunder, or otherwise cause the reallocation of the Investment among Groups and LOC Issuer so that after giving effect thereto: (x) each LOC Issuer only has LOC Participation Obligations from the Committed Purchasers in its LOC Group, (y) each Committed Purchaser only has LOC Participation Obligations to the LOC Issuer(s) in its LOC Group in proportion to its

applicable Ratable Share and LOC Group Ratable Share, as applicable, and (z) solely if there is more than one LOC Issuer, each Letter of Credit outstanding at such time has an expiry date such that each Committed Purchaser shall have the same tenor of its aggregate LOC Exposure as each other Committed Purchaser has as of such date.

(b) In the event of any request for a drawing under a Letter of Credit issued by an LOC Issuer by the beneficiary or transferee thereof, such LOC Issuer will promptly notify the Agent, the related Purchaser Agents and Seller of such request. Seller shall reimburse (such obligation to reimburse the applicable LOC Issuer shall sometimes be referred to as a “ Reimbursement Obligation ”) the applicable LOC Issuer, prior to 12:00 p.m. (New York City time) on each date that an amount is paid by the LOC Issuer under any Letter of Credit (each such date, a “ Drawing Date ”), in an amount equal to the amount so paid by such LOC Issuer. In the event Seller fails to reimburse the applicable LOC Issuer for the full amount of any drawing under any Letter of Credit by 12:00 p.m. (New York City time) with respect to such reimbursement failure, on the applicable Drawing Date, such LOC Issuer will promptly notify the related Purchaser Agent of each LOC Group Participant thereof, and Seller shall be deemed to have requested that a Funded Purchase be made ratably by the related LOC Group Participants to be disbursed on the Drawing Date under such Letter of Credit in accordance with Section 1.1(b)(iii) . Any notice given by an LOC Issuer pursuant to this Section 1.6 may be oral if promptly confirmed in writing by such LOC Issuer, the related Purchaser Agent or Agent; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(c) Each applicable Purchaser Agent shall promptly notify each of its related LOC Group Participant’s of such Funded Purchase request and each such LOC Group Participant shall pay to the applicable LOC Issuer an amount in immediately available funds equal to its Ratable Share of the amount of the drawing in accordance with the terms of this Agreement, as applicable, whereupon such applicable LOC Group Participants shall each be deemed to have made a Funded Purchase in such amount; provided that with respect to any Defaulting Purchaser that is a related LOC Group Participant that fails to make such deemed Funded Purchase or any portion thereof, the applicable amount of funds then on deposit in its related Cash Collateral Account necessary to cover such shortfall shall be withdrawn by the applicable Purchaser Agent and paid over to the applicable LOC Issuer to make such Funded Purchase on such date for such purpose. If any Committed Purchaser so notified fails to make available to the applicable LOC Issuer the amount of such LOC Group Participant’s Ratable Share of such amount by no later than 2:00 p.m. (New York City time) on the Drawing Date, then interest shall accrue on such Committed Purchaser’s obligation to make such payment, from the Drawing Date to the date on which such Committed Purchaser makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Drawing Date plus 2.00% and (ii) at a rate per annum equal to the Bank Rate plus 2.00% on and after the fourth day following the Drawing Date. Each LOC Issuer will promptly give notice of the occurrence of the Drawing Date affecting it, but failure of an LOC Issuer to give any such notice on a Drawing Date or in sufficient time to enable any related Committed Purchaser to effect such payment on such date shall

not relieve such Committed Purchaser from its obligation under this clause (c) ; provided that such Committed Purchaser shall not be obligated to pay interest as provided in subclauses (i) and (ii) above until and commencing from the date of receipt of notice from the applicable LOC Issuer, Agent or the applicable Purchaser Agent of a drawing. Each Exiting Purchaser’s obligation under this Section 1.6 as a LOC Group Participant shall terminate to the extent that its LOC Participation Obligations have been cash collateralized in accordance with Section 1.3(c)(iv) . In addition, each Committed Purchaser’s obligation under this Section 1.6 as a LOC Group Participant shall continue until any of the following events have occurred: (A) the related LOC Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued by any LOC Issuer hereunder remains outstanding and uncancelled and the Purchase Termination Date has occurred; and (C) all Persons (other than Seller and Servicer) have been fully reimbursed for all payments made under or relating to any of the Letters of Credit issued hereunder and the Purchase Termination Date has occurred.

SECTION 1.7 Repayment of Letter of Credit Participation Advances .

(a) Upon (and only upon) receipt by an LOC Issuer for its account of immediately available funds from Seller (i) in reimbursement of any payment made by such LOC Issuer under a Letter of Credit with respect to which any related Committed Purchaser has made a participation advance to such LOC Issuer under Section 1.6 or (ii) in payment of Yield on the Funded Purchases made or deemed to have been made in connection with any such draw, the applicable LOC Issuer will, subject to Section 2.6. pay to the applicable Committed Purchaser, ratably (based on the outstanding drawn amounts funded by each such Committed Purchaser in respect of such Letter of Credit), in the same funds as those received by such LOC Issuer; it being understood that such LOC Issuer shall retain the ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any related Committed Purchaser.

(b) If an LOC Issuer is required at any time to return to Seller, or to a trustee, receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Seller to such LOC Issuer pursuant to this Agreement or any Letter of Credit issued by it in reimbursement of a payment made under any such Letter of Credit or interest or fee thereon or with respect thereto, each Committed Purchaser shall, on demand of such LOC Issuer, forthwith return to such LOC Issuer the amount of its Ratable Share of any amounts so irrevocably returned by such LOC Issuer plus interest thereon at the Federal Funds Rate to the extent such interest is payable or such other Person to whom such payment would be returned.

SECTION 1.8 Documentation . Seller agrees to be bound by the terms of the applicable Letter of Credit Application and by the applicable LOC Issuer’s interpretations of any Letter of Credit it issues and by such LOC Issuer’s written regulations and customary practices relating to letters of credit, though each applicable LOC Issuer’s interpretation of such regulations and practices may be different from Seller’s own and from each others. In the event of a conflict between a Letter of Credit Application and this Agreement, this Agreement shall govern (unless such resolution of such conflict would adversely affect such LOC Issuer or its rights

with respect to such Letter of Credit, in which case the terms of such Letter of Credit

Application shall govern so long as the application of such term would not adversely affect any other Purchaser, Agent or other Secured Party hereunder). It is understood and agreed that, except in the case of gross negligence or willful misconduct by an LOC Issuer, as determined by a final non-appealable judgment of a Court of competent jurisdiction, such LOC Issuer shall not be liable for any error, breach, negligence and/or mistakes, whether of omission or commission, in following Seller’s instructions or those contained in the Letters of Credit issued by it or any modifications, amendments or supplements thereto.

SECTION 1.9 Determination to Honor Drawing Request . In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, each LOC Issuer shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

SECTION 1.10 Nature of Participation and Reimbursement Obligations . Each Committed Purchaser’s obligation in accordance with this Agreement to make participation advances as a result of a drawing under a Letter of Credit issued by the LOC Issuer(s) in its LOC Group under Sections 1.1(b)(iii) , 1.6 and 2.6(b) and the obligations of Seller to reimburse each LOC Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, shall not be subject to any defenses whatsoever, and shall be performed strictly in accordance with the terms of this Article I under all circumstances, including the following circumstances:

(a) any set-off, counterclaim, recoupment, defense or other right which such Committed Purchaser may have against an LOC Issuer, Agent, any Purchaser Agent any Conduit Purchaser, another Committed Purchaser, Seller or any other Person for any reason whatsoever;

(b) the failure of Seller or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments, requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of participation advances hereunder;

(d) any claim of breach of warranty that might be made by Seller, any LOC Issuer, any Purchaser, any Purchaser Agent or any other Person against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which Seller, any LOC Issuer, any Purchaser, any Purchaser Agent or any other Person may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), any LOC Issuer, any Purchaser, any Purchaser Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Seller or any Subsidiaries of Seller or any Affiliates of Seller and the beneficiary for which any Letter of Credit was procured);

(e) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, even if an LOC Issuer, Agent, any Purchaser Agent or a Purchaser has been notified thereof;

(f) payment by an LOC Issuer under a Letter of Credit issued by it against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit other than as a result of the gross negligence or willful misconduct of such LOC Issuer;

(g) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(h) any failure by an LOC Issuer or any of an LOC Issuer’s Affiliates to issue any Letter of Credit in the form requested by Seller;

(i) any Material Adverse Effect on Seller, Originator or any Affiliates thereof;

(j) any breach of this Agreement or any other Transaction Document by any party thereto;

(k) the fact that an Event of Default or an Unmatured Event of Default shall have occurred and be continuing;

(l) the fact that this Agreement or the obligations of Seller or Servicer hereunder shall have been terminated;

(m) any default or breach by any other Purchaser or LOC Issuer; and

(n) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 1.11 [Reserved] .

SECTION 1.12 Liability for Acts and Omissions .

(a) As between Seller, on the one hand, and each LOC Issuer and each other Indemnified Party, on the other, Seller assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit or such beneficiaries assignees except to the extent a loss results from any such act or omission or misuse solely as the result of the gross negligence or willful misconduct of the Indemnified Party as finally determined by a court of competent jurisdiction. In

furtherance and not in limitation of the respective foregoing, no Indemnified Party shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if such LOC Issuer or such other Indemnified Party shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of Seller against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among Seller and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be encrypted; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of such Indemnified Party, and none of the above shall affect or impair, or prevent the vesting of, any of any LOC Issuer’s or any other Indemnified Party’s rights or powers hereunder. In no event shall any of such LOC Issuer or other Indemnified Party be liable to Seller or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit.

(b) Without limiting the generality of the foregoing, each LOC Issuer and each other Indemnified Party (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by an LOC Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on any of an LOC Issuer or other Indemnified Party, in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “ Order ”) and honor any

drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.

(c) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by an LOC Issuer or its related Purchaser Agent under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not put such LOC Issuer or such related Purchaser Agent under any resulting liability to Seller, Servicer, Originator, any Purchaser, any Agent, any Purchaser Agent or any other Person.

SECTION 1.13 Termination or Reduction of Letters of Credit . An LOC Issuer shall only terminate or reduce the Stated Amount of a given Letter of Credit issued by it upon receipt of appropriate documentation from the beneficiary thereof or, upon the irrevocable expiration thereof in accordance with its terms. In each such case, the LOC Issuer shall (i) provide prompt notice of such termination or reduction to the Seller, the Servicer and the Agent and the Agent shall promptly provide such notice to each Purchaser Agent, (ii) return to the Seller any cash collateral deposited by it under Section 3.1(c)(iv) in excess of the Stated Amount for such Letter of Credit after giving effect to such termination, reduction or expiration and (ii) return to the Seller any cash collateral deposited pursuant to Section 1.3(c)(iv) or Section 1.3(c)(v) with respect to such Letter of Credit in respect of any applicable LOC Group Participant (or former LOC Group Participant) in excess of the amount required to be on deposit in the Cash Collateral Account with respect to such Letter of Credit pursuant to Section 1.3(c)(iv) or Section 1.3(c)(v) after giving effect to such termination, reduction or expiration; provided , in each case, that any amounts irrevocably returned to the Seller pursuant to this Section 1.13 shall be deemed to be Collections and applied pursuant to Section 1.3 . For the avoidance of doubt, any termination or reduction of the Stated Amount of a Letter of Credit shall be applied first , to reduce the LOC Participation Obligation and related Investment of any LOC Group Participant that is an Exiting Purchaser, second , without duplication of clause first , to reduce the LOC Participation Obligation and related Investment of any LOC Group Participant that is an Amortizing Purchaser, third , with respect to any former LOC Group Participant whose LOC Participation Obligations have been terminated, replaced or expired, in whole or in part, by amounts on deposit in a Cash Collateral Account, to reduce the amount of cash collateral required to be on deposit in such Cash Collateral Account (which amount shall be returned to the Seller pursuant to this Section 1.13 ) and fourth , to reduce, pro rata , the LOC Participation Obligations of each other LOC Group Participant.

ARTICLE II

COMPUTATIONAL RULES

SECTION 2.1 Selection of Rate Tranches . Subject to the requirements set forth in this Article II , each Purchaser Agent shall from time to time, only for purposes of computing Yield with respect to each Purchaser in its Group, divide the Asset Interest into one or more Rate Tranches, and the applicable Yield Rate may be different for each Rate Tranche. Each

Purchaser’s Investment shall be allocated to each Rate Tranche by related Purchaser Agent to reflect the funding sources for each portion of the Asset Interest, so that:

(a) there will be one or more Rate Tranches, selected by each Purchaser Agent, reflecting the portion, if any, of the Asset Interest funded or maintained by each Committed Purchaser other than through the issuance of Commercial Paper Notes or Letters of Credit (including by outstanding Liquidity Advances or by funding under an Enhancement Agreement); and

(b) there will be one or more Rate Tranches, selected by each Purchaser Agent, reflecting the portion, if any, of the Asset Interest representing, and funded by, the Stated Amount of Letters of Credit issued by the related LOC Issuer; and

(c) there will be a Rate Tranche, selected by each Purchaser Agent, equal to the excess of each Purchaser’s Investment over the aggregate amounts allocated at such time pursuant to clause (a) above, which Rate Tranche shall reflect the portion of the Asset Interest funded or maintained by Commercial Paper Notes.

The applicable Purchaser Agent may, in its sole discretion at any time and from time to time, declare any Yield Period applicable to any Purchaser’s Investment to be terminated and allocate the portion of such Purchaser’s Investment allocated to such Yield Period to one or more other Yield Periods and Yield Rates as such Purchaser Agent shall select.

SECTION 2.2 Computation of each Purchaser’s Investment and each Purchaser’s Tranche Investment . In making any determination of any Purchasers’ Total Investment and any Purchaser’s Tranche Investment, the following rules shall apply:

(a) each Purchaser’s Investment shall not be considered reduced by any allocation, setting aside or distribution of any portion of Collections unless such Collections shall have been actually received by the applicable Purchaser Agent in accordance with the terms hereof;

(b) each Purchaser’s Investment (or any other amounts payable under any Transaction Document) shall not be considered reduced (or paid) by any distribution of any portion of Collections or other payments, as applicable (including, deposit thereof into any Cash Collateral Account), if at any time such distribution or payment is rescinded or must otherwise be returned for any reason; and

(c) if there is any reduction in any Purchaser’s Investment, there shall be a corresponding reduction in such Purchaser’s Tranche Investment with respect to one or more Rate Tranches selected by the related Purchaser Agent in its sole discretion (subject to Section 1.3(c)(iii) ).

SECTION 2.3 Computation of Concentration Limit and Unpaid Balance . In the case of any Obligor which is an Affiliate of any other Obligor, the Concentration Limit and the aggregate Unpaid Balance of Pool Receivables of such Obligors shall be calculated as if such Obligors were a single Obligor.

SECTION 2.4 Computation of Yield . In making any determination of Yield, the following rules shall apply:

(a) each Purchaser Agent shall determine the Yield accruing with respect to each Rate Tranche, based on the Yield Period therefor determined in accordance with Section 2.1 and the other terms hereof (or, in the case of the Rate Tranche funded by Commercial Paper Notes, each Settlement Period), in accordance with the definition of Yield;

(b) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable Law; and

(c) Yield for any Rate Tranche shall not be considered paid by any distribution or other payment if at any time such distribution or payment is rescinded or must otherwise be returned for any reason.

SECTION 2.5 Estimates of Yield Rate, Fees, Etc . It is understood and agreed that (a) the Yield Rate for any Rate Tranche may change from one applicable Yield Period or Settlement Period to the next, and the applicable Bank Rate, Base Rate or CP Rate used to calculate the applicable Yield Rate may change from time to time and at any time during an applicable Yield Period or Settlement Period, (b) any rate information provided by Agent or any Purchaser Agent to Seller or Servicer shall be based upon Agent’s or any Purchaser Agent’s good faith estimate, as applicable, (c) the amount of Yield actually accrued with respect to a Rate Tranche during any Yield Period (or, in the case of the Rate Tranche funded by Commercial Paper Notes, any Settlement Period) may exceed, or be less than, the amount set aside with respect thereto by Servicer, and (d) the amount of fees or other amounts payable to Agent, any Purchaser or any other Secured Party accrued hereunder with respect to any Settlement Period may exceed, or be less than, the amount set aside with respect thereto by Servicer. Failure to set aside any amount so accrued shall not relieve Servicer of its obligation to remit Collections to Agent, the applicable Purchaser Agent or otherwise to any other Person with respect to such accrued amount, as and to the extent provided in Section 3.1 .

SECTION 2.6 Defaulting Purchasers . Notwithstanding any provision of this Agreement to the contrary, if any Committed Purchaser becomes a Defaulting Purchaser, then the following provisions shall apply for so long as such Committed Purchaser is a Defaulting Purchaser:

(a) Voting . The Commitment of such Defaulting Purchaser shall not be included in determining whether the Required Purchasers have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 13.1 ), provided that any waiver, amendment or other modification requiring the consent of (i) all Committed Purchasers or (ii) each affected Purchaser and, in either case, which affects such Defaulting Purchaser differently than other affected Purchasers, shall still require the consent of such Defaulting Purchaser.

(b) Reallocation; Cash Collateralization; etc . If any LOC Participation Obligations exist with respect to a Committed Purchaser at the time such Committed Purchaser becomes a Defaulting Purchaser then:

(i) Notwithstanding Section 1.1(c) and any other provision hereof, all or any part of such LOC Participation Obligations shall, subject to any available Commitment of each non-Defaulting Purchaser be reallocated among all of the non-Defaulting Purchasers in the affected LOC Group in accordance with their respective Ratable Shares (without giving effect to any Defaulting Purchaser’s Commitment in the denominator of such definition); provided that if such Defaulting Purchaser has a Defaulted Amount due to its failure to pay its Ratable Share of any funding under a related Letter of Credit to the applicable LOC Issuer in accordance with Section 1.6(c) , each of the non-Defaulting Purchasers in the affected LOC Group shall pay its Ratable Share of such Defaulted Amount to such LOC Issuer in accordance with Section 1.6(c) , but only, in each case, to the extent (I) the sum of any non-Defaulting Purchaser’s Investment after giving effect thereto does not exceed its total Commitment and (II) the conditions set forth in Section 5.2 are satisfied at such time); provided that none of (x) the reallocation of a Defaulting Purchaser’s funding obligations described above, (y) the performance by non-Defaulting Purchasers of such reallocated funding obligations, or (z) the cash collateralization detailed in subsections (ii) and (iii) below will by themselves cause the relevant Defaulting Purchaser to become a non-Defaulting Purchaser;

(ii) if the reallocation described in paragraph (i) above cannot, or can only partially, be effected, the Seller or the Servicer on its behalf shall, following notice by the Agent, the affected LOC Issuer or the related Purchaser Agent, either (A) cause such Defaulting Purchaser to be an Amortizing Purchaser (and any related LOC Participation Obligations to be cash-collateralized and any amounts paid by any LOC Issuer of any LOC Group of which such Defaulting Purchaser is (or was) a member on its behalf (e.g. the fronted amounts) to be repaid) in accordance with Section 1.3(c) ) or (B) reduce the related LOC Participation Obligations by an amount equal to the unreallocated, non-cash collateralized portion thereof as to which such Defaulting Purchaser is otherwise liable;

(iii) if the Seller cash collateralizes (or causes the cash collateralization of) any portion of such Defaulting Purchaser’s LOC Participation Obligations pursuant to this Section 2.6(b) and Section 1.3(c) , the Seller shall not be required to pay any Commitment Fee to such Defaulting Purchaser pursuant to Section 4.1 or the terms of any other Transaction Document, as the case may be, with respect to such Defaulting Purchaser’s LOC Participation Obligations during the period such Defaulting Purchaser’s LOC Participation Obligations are cash collateralized in accordance with clause (b)(ii)(A) above;

(iv) if the LOC Participation Obligations of the non-Defaulting Purchasers are reallocated pursuant to Section 2.6(b)(i) , then the Commitment

Fees and Undrawn Letter of Credit Fees, if any, payable to the Purchasers pursuant to Section 4.1 or the terms of any other Transaction Document, as the case may be, shall be adjusted in accordance with such non-Defaulting Purchasers’ Ratable Share of the aggregate Commitments of such non-Defaulting Purchasers; and

(v) if any Defaulting Purchaser’s LOC Participation Obligations are not cash collateralized, prepaid or reallocated pursuant to this Section 2.6(b) and Section 1.3(c) , then, without prejudice to any rights or remedies of the applicable LOC Issuer or any Purchaser hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Purchaser (solely with respect to the portion of such Defaulting Purchaser’s Commitment that was affected by such LOC Participation Obligations) and Undrawn Letter of Credit Fees payable under Section 4.1 or the terms of any other Transaction Document with respect to such Defaulting Purchaser’s LOC Participation Obligations shall be payable to the applicable LOC Issuer until such Defaulting Purchaser’s LOC Participation Obligations are cash collateralized, prepaid or reallocated as described above.

(c) Letter of Credit Issuances . So long as any Committed Purchaser is a Defaulting Purchaser, (i) no LOC Issuer for a LOC Group of which such Defaulting Purchaser is a member shall be required to issue, extend, create, incur, amend or increase the Stated Amount of any Letter of Credit unless (A) the LOC Exposure related to each such Letter of Credit is 100% covered by the Commitments of the non-Defaulting Purchasers which are members of such LOC Group at the time of such issuance or (B) such LOC Issuer is satisfied in its sole discretion that cash collateral will be provided in accordance with Section 2.6(b)(ii)(A) and Section 1.3(c) , and (ii) participating interests in any such newly issued, extended or created Letter of Credit shall be allocated among the non-Defaulting Purchasers which are members of such LOC Group in a manner consistent with Section 2.6(b)(i) (and Defaulting Purchasers shall not participate therein).

(d) Payments to Defaulting Purchaser . Any amount payable to a Defaulting Purchaser hereunder or under any other Transaction Document (whether on account of principal, interest, fees or otherwise), other than as described in Section 1.3(c)(iv) , shall, in lieu of being distributed to such Defaulting Purchaser, be retained by the Purchaser Agents for the affected LOC Issuer pro rata in accordance with the Defaulted Amounts owed to the related Group in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by each such applicable Purchaser Agent (i) first , pro rata, to the payment of any amounts owing by such Defaulting Purchaser to the Agents hereunder, (ii) second , pro rata, to the repayment of any amounts owing by such Defaulting Purchaser to the LOC Issuer for any LOC Group of which such Defaulting Purchaser is (or was) a member (e.g. the fronted amounts) or to make a deposit into the applicable Cash Collateral Account with respect to such Defaulting Purchaser, as applicable, (iii) third , if so determined by the applicable Purchaser Agent or requested by the related LOC Issuer, to be held in such account as cash collateral for future funding obligations of the Defaulting Purchaser of any participating interest in any Letter of Credit to be issued by such LOC Issuer, (iv) fourth , to the funding of any Purchase in respect of which such Defaulting Purchaser has failed

to fund its portion thereof as required by this Agreement, (v) fifth , if so determined by the Agent, the affected Purchaser Agents, the Seller or the Servicer, held in such account as cash collateral for future obligations of the Defaulting Purchaser to make any Purchase under this Agreement, (vi) sixth , pro rata, to the payment of any amounts owing to the Purchasers or the LOC Issuer, as applicable, as a result of any judgment of a court of competent jurisdiction obtained by any Purchaser or any LOC Issuer against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement, (vii) seventh , pro rata, to the payment of any amounts owing to the Seller as a result of any judgment of a court of competent jurisdiction obtained by the Seller against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement, and (viii) eighth , to such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (A) a prepayment of the principal amount of any Purchases or the payment of any Reimbursement Obligations for which a Defaulting Purchaser has funded its participation under Section 1.6(c) and (B) made at a time when the conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Purchases of, and reimbursement obligations owed to, all non-Defaulting Purchasers pro rata prior to being applied to the prepayment of any Purchases, or reimbursement obligations owed to, any Defaulting Purchaser.

ARTICLE III

SETTLEMENTS

SECTION 3.1 Settlement Procedures . The parties hereto will take the following actions with respect to each Settlement Period:

(a) Information Package . On the second 2 ^nd Business Day prior to the Settlement Date or, on the fourth (4 ^th ) Business Day of each week following a downgrade of the Performance Guarantor to a rating below BB- (or it equivalent) or a withdrawal of its rating by each of S&P and Moody’s following the Cut-Off Date for such Settlement Period, or for the preceding calendar week, as applicable (each a “ Reporting Date ” for and related to the Settlement Period or calendar week, as applicable, ending immediately prior to such date), Servicer shall deliver to Agent and Agent shall promptly deliver to each Purchaser Agent an e-mail attaching an Excel file and a file in .pdf or similar format signed by Servicer containing the information described in Exhibit 3.1(a) , including the information calculated by Servicer pursuant to this Section 3.1 (each, an “ Information Package ”) for the related Settlement Period; provided , that Agent with the consent of the Required Purchaser Agents may, or upon their reasonable request, shall request Servicer to modify in a commercially reasonable manner the information required to be provided by Servicer in, or the form of, the Information Package upon notice to the Servicer; provided , further , that any such modification must be commercially reasonably; provided , further , that during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, Agent with the consent of the Required Purchaser Agents may, or at their direction, shall request, Servicer to, and Servicer agrees to, deliver information similar to the Information Package and any other information related to the Asset Interest, the Receivables or the

transactions contemplated hereby as Agent or any Purchaser Agent shall request (including a calculation of Required Reserves and each component thereof) on each Business Day.

(b) Yield; Other Amounts Due . On or before the second Business Day prior to the Reporting Date for each Settlement Period, each Purchaser Agent shall notify Servicer of (i) the amount of Yield accrued in respect of each applicable Rate Tranche during such Settlement Period, and (ii) all fees (including any Fronting Fees) and other amounts accrued and payable or to be paid by Seller under this Agreement and the other Transaction Documents, on the related Settlement Date (other than amounts described in clause (c) below). Seller, on the Settlement Date for such Settlement Period, or when otherwise required hereunder prior to each such date, shall pay such Yield and all fees and other amounts due in respect of such Settlement Period to the applicable Purchaser Agent.

(i) Before each Reporting Date, Servicer shall compute, as of the most recent Cut-Off Date and based upon the assumption in the next sentence, (A) the Asset Interest, the Purchasers’ Total Investment, the Total Investment of each Group, the Required Reserves and the Net Pool Balance and each component of the foregoing, (B) the amount of the reduction or increase (if any) in each of the Asset Interest, Required Reserves, the Net Pool Balance, the Total Investment of each Group and the Purchasers’ Total Investment since the immediately preceding Cut-Off Date, (C) the excess (if any) of the Asset Interest (expressed as a percentage of Net Pool Balance), over 100%, (D) the excess (if any) of the Purchasers’ Total Investment, over the Purchasers’ Total Commitment, (E) the excess (if any) of any Purchaser’s Investment, over its Commitment and (F) the amount payable to any Amortizing Purchaser. Such calculations shall be based upon the assumption that Collections set aside pursuant to Section 1.3(b) will be paid to the applicable Purchaser Agent on the Settlement Date for the Settlement Period related to such Reporting Date.

(ii) If, according to the computations made pursuant to clause (i) of this Section 3.1(c) , the sum of Purchasers’ Total Investment and the Required Reserves at such time shall exceed the Net Pool Balance at such time, or the Purchasers’ Total Investment or any Purchaser’s Investment shall exceed the Purchasers’ Total Commitment or the Commitment of its related Committed Purchaser, respectively, Servicer shall promptly notify Agent and each Purchaser Agent, and on the Settlement Date for such Settlement Period (or during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing, within one (1) Business Day), Servicer shall pay to the applicable Purchaser Agent for the benefit of the applicable Purchasers (to the extent of Collections received during the related Settlement Period attributable to all Rate Tranches and not previously paid to such Purchaser Agent) the amount necessary to reduce (unless the Seller has irrevocably reduced

the Stated Amount of the applicable Letters of Credit so that none of the circumstances described above are continuing) (A) the Purchasers’ Total Investment to the Purchasers’ Total Commitment, (B) the sum of Purchasers’ Total Investment and the Required Reserves at such time to no more than the Net Pool Balance at such time, and (C) any affected Purchaser’s Investment to no more than the Commitment of its related Committed Purchaser, subject, however, to the proviso to Section 1.3(c)(iii) .

(iii) The payment described in clause (ii) of this Section 3.1(c) shall be made out of amounts set aside pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so set aside, Seller hereby agrees to pay such amounts (notwithstanding any limitation on recourse or other liability limitation contained herein to pay such amounts) to Servicer to the extent of Collections applied to Reinvestment under Section 1.3 during the relevant Settlement Period. Notwithstanding anything to the contrary set forth above, on any date on or prior to the Final Payout Date, if the sum of the Purchasers’ Total Investment and the Required Reserves at such time exceeds the Net Pool Balance at such time, Servicer shall immediately pay to the applicable Purchaser Agent from amounts held in trust, or that should have been so held, pursuant to Section 1.3(a)(ii) , an amount equal to such excess.

(iv) In addition to the payments described in clause (ii) of this Section 3.1(c) , during the Liquidation Period, after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing, Servicer shall pay to the applicable Purchaser Agent or the applicable LOC Issuer, as applicable, all other Collections on all Receivables, whether or not required to be set aside pursuant to Section 1.3 , on the Settlement Date for each Settlement Period, for application by the related Purchaser Agent in an amount not exceeding all amounts payable hereunder or under the other Transaction Documents to the Purchasers, the LOC Issuer, the Purchaser Agents, Agent, the Affected Parties and the Indemnified Parties.

(d) Order of Application . Upon receipt by Agent or each Purchaser Agent, as applicable, of funds distributed pursuant to this Section 3.1 with respect to any Settlement Period, Agent or such Purchaser Agent, as applicable, shall apply them to the items specified in the subclauses below, in the order of priority of such subclauses :

(i) to Yield together with any Used Margin accrued and unpaid on all Rate Tranches howsoever funded or maintained during the related Settlement Period;

(ii) to Undrawn Letter of Credit Fee for its Group;

(iii) to the Commitment Fee;

(iv) to the Fronting Fee for each related Fronting LOC Issuer, if any;

(v) to accrued and unpaid Servicing Fee (if the Servicer is not MPI or an Affiliate thereof);

(vi) ratably, to accrued and unpaid amounts owed to each Purchaser Agent hereunder (including all fees payable to Agent, Purchaser Agents, and Purchasers pursuant to the Fee Letter other than fees paid pursuant to subclauses (i) through (v) above);

(vii) ratably, to the reduction of Purchasers’ Total Investment, to the extent such reduction is required under Section 3.1(c) or, during the Liquidation Period to be applied first, to cash collateralize the Stated Amount of all outstanding Letters of Credit ratably among each Purchaser Group by depositing such amounts to the applicable Cash Collateral Account and second, to ratably reduce the remainder of the Purchasers’ Total Investment as determined by the applicable Purchaser Agent.

(viii) to other accrued and unpaid amounts owing to any Purchaser, LOC Issuer, Agent or any other Secured Party hereunder; and

(ix) to accrued and unpaid Servicing Fee (if the Servicer is MPI or an Affiliate thereof).

(e) Non-Distribution of Servicing Fee . If Agent and each Purchaser Agent consents (which consent is granted as of the Closing Date but which consent may be revoked by the Agent or any Purchaser Agent at any time and which consent shall be deemed to have been revoked upon the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing), the amounts (if any) set aside by Servicer pursuant to Section 1.3 in respect of the Servicing Fee may be retained by Servicer to the extent applicable for its own account. To the extent Servicer sets aside and retains such amounts, no distribution shall be made in respect of the Servicing Fee pursuant to clause (d)(v) or clause (d)(ix) above.

(f) Delayed Payment . Notwithstanding anything in this Agreement to the contrary, on any day for payment described in this Section 3.1 (or in Section 1.3(c) in respect of accrued Yield on Rate Tranches funded by Liquidity Advances or under an Enhancement Agreement), Collections during the relevant Settlement Period or Yield Period were less than the aggregate amounts payable hereunder, Servicer shall not make any payment otherwise required, and the next available Collections in respect of the Asset Interest shall be applied to such payment, and no Reinvestment shall be permitted hereunder until such amount payable has been paid in full. The foregoing shall not limit or otherwise affect the full recourse nature of Seller’s obligations hereunder.

SECTION 3.2 Deemed Collections; Reduction of Purchasers’ Total Investment, Etc .

(a) Deemed Collections . If on any day:

(i) the Unpaid Balance of any Pool Receivable is:

(A) reduced or cancelled as a result of any defective, rejected or returned merchandise or services, any cash discount, or any other adjustment by Seller, Servicer, Originator, any of their respective Affiliates or otherwise (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the extent of any amount of any of the foregoing then included in the Contractual Dilution Estimate in effect at such time),

(B) reduced or cancelled as a result of a setoff or netting in respect of any dispute, claim or other action by the Obligor thereof against Seller, Servicer, Originator, any of their respective Affiliates or otherwise (whether such claim arises out of the same, a related or an unrelated transaction and other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the extent of any amount of any of the foregoing then included in the Contractual Dilution Estimate in effect at such time),

(C) reduced or cancelled on account of the obligation of Seller, Servicer, Originator or otherwise to pay to the related Obligor, or the payment of, any rebate, discount, refund or similar credit (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables or to the extent of any amount of any of the foregoing then included in the Contractual Dilution Estimate in effect at such time),

(D) less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Pool Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Pool Receivable), or

(E) extended, amended or otherwise modified, or any term or condition of any related Contract is amended, modified or waived (except to the extent covered by this clause (i) or expressly permitted by Section 8.2(b)(i) ); or

(ii) any of the representations or warranties of Seller set forth in Section 6.1 were untrue when made or set forth in Sections 6.1(d) , (k) or (o) are no longer true with respect to any Pool Receivable;

then, on such day, Seller shall be deemed to have received a Collection of such Pool Receivable and Seller shall pay ratably, to the applicable Purchaser Agent, for application as provided in this Agreement an amount equal to:

(1) in the case of clauses (i)(A) through (D) above, in the amount of such reduction or cancellation or the difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Pool Receivable in calculating the Net Pool Balance or, with respect to clause (i)(E) above, in the amount that such extension, modification, amendment or waiver affects the Unpaid Balance of the related Pool Receivable in the sole determination of Agent and the Purchaser Agents, as applicable; or

(2) in the case of clause (ii) above, in the amount of the entire Unpaid Balance of the relevant Pool Receivable or Pool Receivables (as determined immediately prior to the applicable event) with respect to which such representations or warranties were or are untrue.

Collections deemed received by Seller under this Section 3.2(a) are herein referred to as “ Deemed Collections ”.

(b) Seller’s Optional Reduction of Purchasers’ Total Investment . Subject to Sections 1.2(a) and 4.3 , Seller may at any time and from time to time elect to reduce Purchasers’ Total Investment (ratably based on the Commitment of the Committed Purchaser related Group) as follows:

(i) Seller shall give Agent and each Purchaser Agent at least three (3) Business Days’ prior written notice of such elected reduction (including the amount of such proposed reduction and the proposed date on which such reduction will commence),

(ii) on the proposed date of commencement of such reduction and on each day thereafter, Servicer shall refrain from reinvesting Collections pursuant to Section 1.3 until the amount thereof not so reinvested shall equal the desired amount of reduction, and

(iii) Servicer shall hold such Collections in trust for Purchasers, pending payment to the applicable Purchaser Agent, as provided in Section 1.3 ; provided , that,

(A) the amount of any such reduction shall be not less than $5,000,000 and shall be an integral multiple of $100,000, and Purchasers’ Total Investment after giving effect to such reduction shall be not less than $40,000,000 (unless Purchasers’ Total Investment shall thereby be reduced to zero) and shall be in an integral multiple of $100,000, and

(B) Seller shall use reasonable efforts to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Settlement Period.

(c) Notwithstanding anything to the contrary set forth herein (including Section 3.1 ), after giving effect to any reduction of the Purchasers’ Total Investment under Section 3.2(b) or otherwise which reduces the Purchasers’ Total Investment to zero, so long as there are no outstanding amounts constituting liabilities or other obligations of the Seller hereunder or under any other Transaction Document owing to any Purchaser, any Purchaser Agent, Agent, any Indemnified Parties or any Affected Party, no further Reinvestments shall be made unless and until a new Purchase is made in accordance with Sections 1.1 and 1.2 .

SECTION 3.3 Payments and Computations, Etc .

(a) Payments . All amounts to be paid to, or deposited by Seller, Servicer or Performance Guarantor with, Agent or any other Secured Party hereunder (other than amounts payable under Section 4.2 ) shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (New York City time) on the day when due in U.S. Dollars in same day funds to the applicable Purchaser Agent or other Secured Party to such account as such Secured Party has designated in the Fee Letter or such other account as such Secured Party shall designate in writing to Servicer from time to time.

(b) Late Payments . Seller or Servicer, as applicable, shall, out of amounts set aside pursuant to Section 1.3 for such purpose and to the extent permitted by Law, pay to the applicable Purchaser Agent, for the benefit of the applicable Secured Party, interest on all amounts not paid or deposited on the date when due hereunder at an annual rate equal to 1.50% above the Base Rate, payable on demand, provided , that such interest rate shall not at any time exceed the maximum rate permitted by applicable Law.

(c) Method of Computation . All computations of interest, Yield, Liquidation Discount, any fees payable under Section 4.1 and any other fees payable by Seller to any Purchaser, any Purchaser Agent, Agent or any other Secured Party in connection with Purchases hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed (except that calculations with respect to the Prime Rate shall be on the basis of a year of 365 or 366 days, as the case may be).

(d) Payment of Currency and Setoff . All payments by Seller, Servicer, Performance Guarantor or Originator to any Secured Party or any other Person shall be made in U.S. Dollars and without set-off or counterclaim. Any of Seller’s, Servicer’s, Performance Guarantor’s or Originator’s obligations hereunder shall not be satisfied by any tender or recovery of another currency except to the extent such tender or recovery results in receipt of the full amount of U.S. Dollars.

(e) Taxes . Except to the extent required by applicable Law, any and all payments and deposits required to be made hereunder, under any other Transaction

Document or under any instrument delivered hereunder or thereunder to any Secured Party or otherwise hereunder or thereunder by Seller, Servicer or Performance Guarantor shall be made free and clear of, and without withholding or deduction for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto. If Seller, Servicer or Performance Guarantor shall be required by Law to make any such withholding or deduction, (i) Seller, Servicer or Performance Guarantor, as applicable, shall make an additional payment to such Secured Party, in an amount sufficient so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.3(e) ), such Secured Party receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) Seller (or Servicer, on its behalf) shall make such deductions and (iii) Seller (or Servicer, on its behalf) shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable Law.

SECTION 3.4 Treatment of Collections and Deemed Collections . Seller shall immediately deliver to Servicer all Deemed Collections, and Servicer shall hold or distribute such Deemed Collections as Yield, accrued Servicing Fee, repayment of Purchasers’ Total Investment or as otherwise applicable hereunder to the same extent as if such Collections had actually been received on the date of such delivery to Servicer. So long as Seller or Servicer shall hold any Collections (including Deemed Collections) required to be paid to Servicer, any Purchaser Agent or Agent, Seller or Servicer shall hold such Collections in trust for Agent for the benefit of the applicable Secured Party and shall clearly mark its master data processing records to reflect the same; provided , that, unless Agent or any Purchaser Agent shall request it to do so in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, Seller or Servicer, and so long as Servicer is able, on each Business Day and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables, shall not be required to hold such Collections in a separate deposit account containing only such Collections and may commingle such Collections with its own funds. Seller shall promptly enforce all deemed collection and repurchase obligations of Originator under the Sale Agreement.

ARTICLE IV

FEES AND YIELD PROTECTION

SECTION 4.1 Fees . From the Closing Date until the date following the Purchase Termination Date on which Purchasers’ Total Investment shall be reduced to zero, Seller shall pay to BTMUNY, each Purchaser Agent, each Purchaser and each LOC Issuer (as specified therein) all of the fees (including the Undrawn Letter of Credit Fee and any Fronting Fees, if applicable) specified in the fee letter (the “ Fee Letter ”) dated as of the date hereof among Seller, MPI, Agent, Purchaser Agents, Purchasers and LOC Issuers.

SECTION 4.2 Yield Protection .

(a) If any Regulatory Change occurring or implemented after the date hereof or, without limiting the generality of the foregoing, any Specified Regulation:

(i) shall subject an Affected Party to any tax, duty or other charge with respect to any Asset Interest owned, maintained or funded by it (or its participation in any of the forgoing), or any obligations or right to make Purchases or Reinvestments or to provide funding or maintenance therefor (or its participation in any of the foregoing), or shall change the basis of taxation of payments to the Affected Party or other Indemnified Party of Purchasers’ Total Investment or Yield owned by, owed to, funded or maintained in whole or in part by it (or its participation in any of the foregoing) or any other amounts due under this Agreement in respect of the Asset Interest owned, maintained or funded by it or its obligations or rights, if any, to make or participate in Purchases or Reinvestments or to provide funding therefor or the maintenance thereof;

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of any Affected Party or any other Indemnified Party, deposits or obligations with or for the account of any Affected Party or any other Indemnified Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board or other Governmental Authority to be an affiliate) of any Affected Party or any other Indemnified Party, or credit extended by any Affected Party or any other Indemnified Party;

(iii) shall impose any other condition affecting any Asset Interest owned, maintained or funded (or participated in) in whole or in part by any Affected Party or any other Indemnified Party, or its obligations or rights, if any, to make (or participate in) Purchases or Reinvestments or to provide (or to participate in) funding therefor or the maintenance thereof;

(iv) shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) or similar Person assesses deposit insurance premiums or similar charges which an Affected Party is obligated to pay; or

(v) shall change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party or any other Indemnified Party;

and the result of any of the foregoing is or would be, in each case, as determined by the Agent, any Purchaser Agent or the applicable Affected Party:

(A) to increase the cost to (or impose a cost on) (1) an Affected Party or Indemnified Party funding or making or maintaining any Purchases or Reinvestments, any purchases, reinvestments, or loans or other extensions of credit under any Liquidity Agreement, any Enhancement Agreement or any commitment (hereunder or under any Liquidity Agreement or any Enhancement Agreement) of such Affected Party or Indemnified Party with respect to any of the foregoing, or (2) an Agent for continuing its relationship with any Purchaser or any LOC Issuer,

(B) to reduce the amount of any sum received or receivable by an Affected Party or Indemnified Party under this Agreement, any Liquidity Agreement or any Enhancement Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement) with respect thereto, or

(C) to reduce the rate of return on the capital of such Affected Party or Indemnified Party as a consequence of its obligations hereunder, under any Liquidity Agreement or under any Enhancement Agreement (or its participation in any such Liquidity Agreement or Enhancement Agreement), including its funding or maintenance of any portion of the Asset Interest, or arising in connection herewith (or therewith) to a level below that which such Affected Party or Indemnified Party could otherwise have achieved hereunder or thereunder,

then within ten (10) Business Days following demand by such Affected Party or Indemnified Party or Agent on its behalf (or such later date as specified in writing by such Affected Party, Indemnified Party or Agent, as applicable), Seller shall pay directly to such Affected Party or Indemnified Party such additional amount or amounts as will compensate such Affected Party or Indemnified Party for such additional or increased cost or such reduction.

(b) Each Affected Party or Indemnified Party, as applicable, shall promptly notify Seller and Agent of any event of which it has knowledge which will entitle such Affected Party or Indemnified Party to compensation pursuant to this Section 4.2 ; provided that failure or delay on the part of any Affected Party or Indemnified Party to demand compensation pursuant to this Section 4.2 shall not constitute a waiver of such Affected Party’s or Indemnified Party’s right to demand such compensation; provided further that Seller shall not be required to compensate an Affected Party or Indemnified Party pursuant to this Section 4.2 for any increased costs or reductions incurred more than 135 days prior to the date that such Affected Party or Indemnified Party, as the case may be, notifies Seller and Agent of the Regulatory Change giving rise to such increased costs or reductions and of such Affected Party’s or Indemnified Party’s intention to claim compensation therefor; provided further that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 135-day period referred to above shall be extended to include the period of retroactive effect thereof.

(c) In determining any amount provided for or referred to in this Section 4.2 , an Affected Party may use any reasonable averaging and attribution methods that it, in its sole discretion, shall deem applicable. Any Affected Party or Indemnified Party when making a claim under this Section 4.2 shall submit to Seller a statement of such increased cost or reduced return, which statement, in the absence of manifest error, shall be conclusive and binding upon Seller.

SECTION 4.3 Funding Losses . If any Affected Party or Indemnified Party incurs any reasonable cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party or

Indemnified Party), at any time, as a result of (a) any settlement (including any optional or required full or partial repayment of principal) with respect to any Purchaser’s Tranche Investment of any Rate Tranche, howsoever funded, being made on any day other than the scheduled last day of an applicable Yield Period with respect thereto, (b) any Purchase not being completed by Seller in accordance with its request therefor under Section 1.2 , (c) any reduction in Purchasers’ Total Investment elected to be made under Section 3.2(b) not being exercised or completed in accordance with such Section or to the extent that any such reduction exceeds the total amount of Rate Tranches, howsoever funded, with respect to which the last day of the related Yield Period is the date of such reduction in Purchasers’ Total Investment or (d) any other reduction in Purchasers’ Total Investment, then, upon receipt of a certificate from the applicable Purchaser sent by the related Purchaser Agent to Seller and Servicer, Seller and Servicer, jointly and severally, shall pay to the applicable Affected Parties, on the later of the next Settlement Date or within ten (10) Business Days of receipt of such written notice from the Agent (or during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement, within two (2) Business Days) the amount of such cost, loss or expense. Such certificate shall set forth in reasonable detail amounts owed pursuant to this Section, in the absence of manifest error, be conclusive and binding upon Seller and Servicer. If an Affected Party or Indemnified Party incurs any cost, loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party or Indemnified Party), at any time, and is not entitled to reimbursement for such loss or expense in the manner set forth above, such Affected Party or Indemnified Party shall individually bear such loss or expense without recourse to, or payment from, any other Affected Party or Indemnified Party.

ARTICLE V

CONDITIONS OF PURCHASES

SECTION 5.1 Closing Date; Conditions Precedent to Initial Purchase . This Agreement shall become effective on the date, which shall be February 21, 2012 (the “ Closing Date ”), or such later date as all of the conditions in this Section 5.1 have been satisfied. The initial Purchase (including the issuance of any Letters of Credit in connection therewith as applicable) hereunder (and the occurrence of the Closing Date) is subject to the condition precedent that Agent and each Purchaser Agent shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Agent and each Purchaser Agent and in form and substance reasonably satisfactory to Agent and each Purchaser Agent:

(a) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, of each of Seller, Performance Guarantor and MPI approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby, certified by its secretary or any other authorized person;

(b) good standing certificates (or the equivalent) for Seller, Performance Guarantor and MPI issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized;

(c) a certificate of the secretary or assistant secretary of each of Seller, Performance Guarantor and MPI certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents, as applicable, to be delivered by it hereunder (on which certificate Agent, LOC Issuer and Purchasers may conclusively rely until such time as Agent and Purchaser Agents shall receive from Seller, Performance Guarantor or MPI, as the case may be, a revised certificate meeting the requirements of this subsection (c) );

(d) the certificates of incorporation or formation (or the equivalent) of each of Seller, Performance Guarantor and MPI duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized as of a recent date reasonably acceptable to Agent, together with a copy of the by-laws, limited liability company agreement (or the equivalent) of each of Seller, Performance Guarantor and MPI duly certified by the secretary or an assistant secretary of each such Person;

(e) copies of proper financing statements (form UCC-1), to be filed within two (2) Business Days of the date hereof, naming (i) MPI (in its capacity as Originator) as the debtor/seller of Receivables, (ii) Seller as assignor secured party and purchaser and (iii) Agent as secured party/total assignee of Seller; and/or other similar instruments or documents as may be necessary or, in the reasonable opinion of Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Seller’s and Agent’s (on behalf of the Secured Parties) interests in the Pool Receivables, Related Security and Collections on, and other proceeds of, the foregoing;

(f) copies of proper financing statements (form UCC-1), to be filed within two (2) Business Days of the date hereof, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (ii) Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary or, in the reasonable opinion of Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Agent’s (on behalf of Purchaser) interests in the Pool Receivables, Related Security and Collections on, and other proceeds of, the foregoing;

(g) a search report by a nationally recognized search firm provided in writing to Agent by Skadden, Arps, Slate, Meagher & Flom LLP or other counsel to the Seller listing all financing statements, state and federal tax or ERISA liens and judgments that name Seller or Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsections (e) or (f) above and in such other jurisdictions that Agent or any Purchaser Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Receivables, Related Security or interests therein or Collections or proceeds of any thereof);

(h) copies of proper financing statements (form UCC-3) (including termination statements) and release documentation each in form and substance reasonably satisfactory to Agent with respect to any financing statement included in the search report described in subsection (g) above, to the extent that any such financing statement set forth therein covers any Receivables, related Contracts, Related Security or interests therein or Collections or proceeds of any thereof;

(i) duly executed copies of Lock-Box Agreements with each Lock-Box Bank;

(j) opinions (including with respect to creation, perfection of security interests (under New York Law, the West Virginia UCC and the Delaware UCC); non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with New York Law and material agreements set forth on the schedule attached thereto and customary Investment Company Act matters) of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Seller, MPI and Performance Guarantor or other outside counsel to the Seller, Performance Guarantor or MPI reasonably acceptable to the Agent and each Purchaser Agent;

(k) an opinion or opinions of In-house counsel to MPI and Performance Guarantor covering standard corporate opinions including but not limited to due authorization, execution and delivery and other customary corporate matters;

(l) completion of satisfactory due diligence by the Purchasers, the Purchaser Agents and the Agent;

(m) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming a Cut-Off Date of January 31, 2012;

(n) execution and delivery of the Transaction Documents;

(o) payment by MPI or Seller of each LOC Issuer’s, each Purchaser’s, each Purchaser Agent’s, Agent’s and any of Mayer Brown LLP’s (as counsel to the Purchasers’) fees and expenses invoiced on or prior to such date, to the extent set forth herein or in the other Transaction Documents; and

(p) such other agreements, instruments, certificates, opinions and other documents as Agent, any Purchaser Agent or any LOC Issuer may reasonably request.

SECTION 5.2 Conditions Precedent to All Purchases and Reinvestments . Each Purchase (including the initial Purchase) and each Reinvestment hereunder (including the issuance of any Letters of Credit in connection therewith as applicable) shall be subject to the further conditions precedent that:

(a) with respect to any Purchase, the Servicer shall have a completed pro forma Information Package to reflect the Asset Interest and related Required Reserves and the calculation of the Purchasers’ Total Investment after giving effect to such Purchase and a completed Purchase Notice; and

(b) on the date of such Purchase or Reinvestment, the following statements shall be true (and Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, shall be deemed to have certified that):

(i) each of the representations and warranties contained in Article VI hereof, in the Sale Agreement and in each other Transaction Document are true and correct on and as of such day as though made on and as of such day and shall

be deemed to have been made on such day (except to the extent such representations and warranties explicitly refer solely to an earlier date, in which case they shall be correct as of such earlier date);

(ii) no event has occurred that has not been waived in accordance with the terms of this Agreement or would result from such Purchase or Reinvestment, that constitutes an Event of Default or an Unmatured Event of Default (other than an Unmatured Event of Default that has been cured before such Purchase or Reinvestment, as applicable, and before maturing into an Event of Default);

(iii) with respect to any Purchase, the Servicer shall have a completed pro forma Information Package (based on the information from the most recent Information Package) to reflect the Asset Interest and related Required Reserves and the calculation of the Purchasers’ Total Investment after giving effect to such Purchase and a completed Purchase Notice;

(iv) after giving effect to each proposed Purchase or Reinvestment, (i) Purchasers’ Total Investment shall not exceed the Purchasers’ Total Commitment and (ii) the sum of Purchasers’ Total Investment and the Required Reserves would not exceed the Net Pool Balance; and

(v) the Purchase Termination Date has not occurred.

(c) Seller shall have notified the Agent and each Purchaser Agent of the account (for which it is the account owner) to which funds shall be made available pursuant to Section 1.2(b)(ii).

(d) The lock-box account and related lockboxes shall be titled in the legal name of Seller and the related Lock-Box Agreement amended, in form and substance satisfactory to the Agent to reflect the proper legal name of Seller with respect to such account.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

SECTION 6.1 Representations and Warranties of Seller . Seller represents and warrants, as of the date hereof, and represents and warrants, as of each date on which a Purchase or Reinvestment is made, as applicable, as follows:

(a) Organization and Good Standing . It has been duly organized in, and is validly existing as a limited liability company in good standing under the Laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted as contemplated herein and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Pool Receivables.

(b) Due Qualification . It is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(c) Power and Authority; Due Authorization . It (i) has all necessary power, authority and legal right to (A) execute and deliver this Agreement, the Sale Agreement and the other Transaction Documents to which it is a party in any capacity, (B) carry out the terms of and perform its obligations under the Transaction Documents to which it is a party, (C) acquire the Pool Receivables pursuant to the Sale Agreement and own the Pool Receivables and (D) sell and assign the Asset Interest on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party in any capacity and the sale and assignment of the Asset Interest on the terms and conditions herein provided.

(d) Valid Sale; Binding Obligations . This Agreement constitutes an absolute and irrevocable valid sale, transfer, and assignment of the Asset Interest to Agent (on behalf of each Purchaser), for the benefit of Purchasers, or, alternatively, a granting of a valid security interest in the Asset Interest to Agent, for the benefit of Purchasers, enforceable against creditors of, and purchasers from, Seller; and this Agreement constitutes, and each other Transaction Document to be signed by Seller when duly executed and delivered by it will constitute, a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Law.

(e) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach or (without notice or lapse of time or both) a default under (A) its certificate of formation or limited liability company agreement, or (B) any indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which Seller is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Lien upon any of Seller’s material properties pursuant to the terms of any such indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, other than any Lien created in connection with this Agreement and the other Transaction Documents, or (iii) violate any Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties; except with respect to any violation or default referred to in clause (iii) above, to the extent that such violation or default could individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

(f) No Proceedings . (i) No actions, suits or proceedings are pending or, to the best of its knowledge, threatened before, and no investigations, injunctions, decrees or other decisions have been issued or, to the best of its knowledge, will be issued by any Governmental Authority, that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) no threat by any Person has been made to attempt to (A) invalidate this Agreement or any of the other Transaction Documents to which it is a party, (B) prevent the servicing of the Receivables or the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party, or (C) obtain any injunction, decree or other decision against it that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would prevent it from conducting its business operations related to the Receivables, its providing for the servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents to which it is a party.

(g) Bulk Sales Act . No transaction contemplated hereby requires compliance by it with any bulk sales act or similar Law.

(h) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party, except for the filing of the UCC financing statements referred to in Article V , all of which, at the time required in Article V , shall have been duly made and shall be in full force and effect.

(i) Use of Proceeds . The use of all funds obtained by Seller under this Agreement will not conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.

(j) Quality of Title . Seller has acquired, for fair consideration and reasonably equivalent value, all of the right, title and interest of the Originator in each Pool Receivable thereof, together with the Related Assets. Each Pool Receivable thereof, together with the Related Assets, is owned by Seller free and clear of any Lien (other than any Lien arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof) or by Agent); when Agent, for the benefit of Purchasers or any Purchaser makes a Purchase or Reinvestment, as applicable, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected ownership or first priority perfected security interest in each Pool Receivable, and each Related Asset, free and clear of any Lien (other than any Lien arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof) or by Agent); and no financing statement or other instrument similar in effect covering any Pool Receivable, any interest therein and the Related Assets is on file in any recording office except such as may be filed (i) in favor of Originator or Seller in accordance with the Contracts or any Transaction Document (and assigned to Agent), (ii) in favor of any Purchaser or Agent in accordance with this Agreement or any Transaction Document or (iii) in connection with any Lien arising

solely as the result of any action taken by any Purchaser (or any assignee thereof) or by Agent.

(k) Accurate Reports . No Information Package or any other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of Seller (including by Servicer) to Agent, any Purchaser Agent, any LOC Issuer or any Purchaser in connection with this Agreement or the other Transaction Documents was or will be untrue or inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed in writing to Agent, Purchasers and such other Secured Parties at such time) as of the date so furnished.

(l) UCC Details . Seller’s true legal name as registered in the sole jurisdiction in which it is organized, the jurisdiction of such organization, its organizational identification number, if any, as designated by the jurisdiction of its organization, its federal employer identification number, if any, and the location of its chief executive office and principal place of business are specified in Schedule 6.1(l) and the offices where Seller keeps all its Records are located at the addresses specified in Schedule 6.1(l) (or at such other locations, notified to Agent in accordance with Section 7.1(f) ), in jurisdictions where all action required by Section 8.5 has been taken and completed. Except as described in Schedule 6.1(l) , Seller has no, and has never had any, trade names, fictitious names, assumed names or “doing business as” names and Seller has never changed the location of its chief executive office or its true legal name, identity or corporate structure. Seller is organized only in a single jurisdiction.

(m) Lock-Box Accounts . The names and addresses of all of the Lock-Box Banks, together with the account numbers of the lock-box accounts of Seller at such Lock-Box Banks, are specified in Schedule 6.1(m) (or have been notified to and approved by Agent and each Purchaser Agent in accordance with Section 7.3(d) ).

(n) Eligible Receivables . Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Purchase or Reinvestment or on the date of any Information Package was an Eligible Receivable on such date. Upon and after giving effect to any Purchase or Reinvestment to be made on such date, sufficient Eligible Receivables exist in the Receivables Pool such that the sum of Purchasers’ Total Investment and the Required Reserves does not exceed the Net Pool Balance.

(o) No Disclosure Required . Under applicable Law in effect on the Closing Date, Seller is not required to file a copy of any Transaction Document with the SEC or any other Governmental Authority except for the filing of the UCC financing statements referred to in Article V , all of which, at the time required in Article V , shall have been duly made and shall be in full force and effect and the filing of a copy of this Agreement, the Sale Agreement and the Performance Guaranty with the SEC as part of the filings required of or applicable to Performance Guarantor.

(p) Nature of Pool Receivables . The purchase of Pool Receivables (or an interest therein) pursuant to the terms hereof does not constitute a Security.

(q) Adverse Change . Solely as of the date hereof, (i) there has been no material adverse change in the value, validity, enforceability or collectability or payment history of its receivables or of the Pool Receivables since November 7, 2011, and (ii) since Seller’s date of formation, there has been no Material Adverse Effect with respect to Seller.

(r) Credit and Collection Policies; Law . It has engaged Servicer to service the Pool Receivables in accordance with the Credit and Collection Policies and all applicable Law, and such policies have not changed in any material respect since the Closing Date, except as otherwise permitted by the Transaction Documents or with the prior written consent of Agent and each Purchaser Agent. Seller has complied with all applicable Law.

(s) Financial Information . The information related to Seller contained in the financial statements delivered to Agent and each Purchaser Agent is true and correct in all material respects as of the date presented or provided, as applicable.

(t) Investment Company Act . Seller is not (i) required to register as an “Investment Company” or (ii) “controlled” by an “Investment Company,” under (and as to each such term, as defined in) the Investment Company Act.

(u) No Other Obligations . Seller does not have outstanding any security of any kind except membership interests issued to MPI in connection with its organization and has not incurred, assumed, guaranteed or otherwise become directly or indirectly liable for, or in respect of, any other debt or obligation and no Person has any commitment or other arrangement to extend credit to Seller, in each case, other than (i) as will occur in accordance with or under the Transaction Documents and (ii) Permitted Debt.

(v) Representations and Warranties in Other Transactions Documents . It hereby makes for the benefit of Agent and each Purchaser all of the representations and warranties it makes, in any capacity, in the other Transaction Documents to which it is a party as if such representations and warranties (together with the related and ancillary provisions) were set forth in full herein.

(w) Ordinary Course of Business . Each remittance of Collections by or on behalf of Seller pursuant to the Transaction Documents and any related accounts of amounts owing hereunder in respect of the Purchases will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and (ii) made in the ordinary course of business or financial affairs of Seller.

(x) Tax Status . Seller has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than such taxes, assessments and other governmental charges the validity of which is being contested in good faith or to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect).

(y) No Event of Default . No event has occurred and is continuing and no condition exists, or would result from any Purchase or Reinvestment or from the application of proceeds therefrom, that constitutes or may reasonably be expected to constitute an Event of Default.

SECTION 6.2 Representations and Warranties of MPI, Individually and as Servicer . MPI, individually and in its capacity as Servicer, represents and warrants, as of the date hereof, the Closing Date and as of each date on which a Purchase or Reinvestment is made (and each successor to MPI as Servicer as of and following the date it becomes Servicer hereunder represents and warrants, as of each date on which a Purchase or Reinvestment is made) as follows (except that no such successor Servicer that is not an Affiliate of MPI shall be deemed to make the representations and warranties contained in clause (h) below) and no such successor Servicer that is not an ERISA Affiliate of the Performance Guarantor shall be deemed to make the representations and warranties contained in clause (o) below):

(a) Organization and Good Standing . It has been duly organized and is validly existing as a corporation (or other business entity in the case of any successor of Servicer) in good standing under the Laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, all necessary power, authority, and legal right to service the Pool Receivables, except where failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Due Qualification . It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Pool Receivables) requires such qualifications, licenses or approvals, except where failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Power and Authority; Due Authorization . It (i) has all necessary power, authority and legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, (B) carry out the terms of and perform its obligations under the Transaction Documents to which it is a party, and (C) service the Pool Receivables and Related Assets in accordance with the provisions hereof and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party in any capacity and the servicing of the Pool Receivables in accordance with the provisions hereof.

(d) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by it when duly executed and delivered by it will constitute, a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar Laws affecting the enforcement of creditors’ rights

generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Law.

(e) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach or (without notice or lapse of time or both) a default under (A) its articles or certificate of incorporation or by-laws, or (B) any indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Lien upon any of its material properties pursuant to the terms of any such indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument, other than any Lien created in connection with this Agreement and the other Transaction Documents, or (iii) violate any Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties; except with respect to any violation or default referred to in clauses (i)(B) or (iii) above, to the extent that such violation or default could not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect.

(f) No Proceedings (i) No actions, suits or proceedings are pending or, to the best of its knowledge, threatened before, and no investigations, injunctions, decrees or other decisions have been issued or, to the best of its knowledge, will be issued by any Governmental Authority, that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (other than the Disclosed Matters only if such Disclosed Matters could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of the type described in clauses (a) through (c) of the definition thereof), and (ii) no threat by any Person has been made to attempt to (A) invalidate this Agreement or any other Transaction Document to which it is a party, (B) prevent the servicing of the Receivables or the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party, and (C) obtain any injunction, decree or other decision against Seller, MPI, Servicer, Originator or Performance Guarantor that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (and solely with respect to this clause (C) and solely with respect to MPI, Servicer, Originator or Performance Guarantor, the Disclosed Matters, only if such Disclosed Matters could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of the type described in clauses (a) through (c) of the definition thereof) or would prevent it from conducting its business operations related to the Receivables, its servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents to which it is a party.

(g) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party or the transactions contemplated thereby, except for the

filing of the UCC financing statements referred to in Article V , all of which, at the time required in Article V , shall have been duly made and shall be in full force and effect.

(h) Financial Condition . (i) The consolidated financial statements of Performance Guarantor delivered in connection with the Closing Date or, if later, most recently delivered pursuant to Section 7.2(a) , are true and correct in all material respects and present fairly in all material respects the consolidated financial condition and operations of Servicer and Performance Guarantor as of such date and its results of operations as of the dates and for the period then ended, all in accordance with generally accepted accounting principles consistently applied; and (ii) since September 30, 2011, there has been no change in any condition, business, or operations of Servicer, Seller or Performance Guarantor that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(i) Accurate Reports . No Information Package (to the extent information therein was supplied by it or any of its Subsidiaries or Affiliates), or any other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of Servicer, Seller or any of their respective Affiliates to Agent, any Purchaser Agent, any LOC Issuer or any Purchaser in connection with this Agreement: was or will be untrue or inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed in writing to Agent, Purchasers and other Secured Parties at such time) as of the date so furnished.

(j) Lock-Box Accounts . The names and addresses of the Lock-Box Banks, together with the account numbers of the lock-box accounts of Seller at such Lock-Box Banks, are specified in Schedule 6.1(m) (or have been notified to and approved by Agent and each Purchaser Agent in accordance with Section 7.3(d) ).

(k) Servicing Programs . No license or approval is required for Agent’s use of any software or other computer program used by Servicer, Originator or any sub-servicer in the servicing of the Receivables, other than those which have been obtained and are in full force and effect.

(l) No Disclosure Required . Under applicable Law in effect on the Closing Date, it is not required to file a copy any Transaction Document with the SEC or any other Governmental Authority except for the filing of the UCC financing statements referred to in Article V , all of which, at the time required in Article V , shall have been duly made and shall be in full force and effect and the filing of a copy of this Agreement, the Sale Agreement and the Performance Guaranty with the SEC as part of the filings required of or applicable to Performance Guarantor.

(m) Credit and Collection Policies; Law . It has complied with the Credit and Collection Policies in material all respects and such policies have not changed in any material respect since the Closing Date, except with the prior written consent of Agent and each Purchaser Agent. It has complied with all applicable Law except where such noncompliance, individually or in the aggregate, would not, individually or in the aggregate, have a Material Adverse Effect.

(n) Investment Company Act . Servicer is not (i) required to register as an “Investment Company” or (ii) “controlled” by an “Investment Company,” under (and as to each such term, as defined in) the Investment Company Act.

(o) ERISA . MPI, Performance Guarantor and their respective ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the applicable provisions of ERISA, and have not incurred any liability to the PBGC under Title IV of ERISA other than a liability for premiums under Section 4007 of ERISA. No steps have been taken by any Person to terminate any Plan the assets of which are not sufficient to satisfy all of its benefit liabilities under Title IV of ERISA.

(p) Adverse Change in Receivables . Solely on the date hereof, since November 7, 2011, there has been no material adverse change in the value, validity, enforceability or collectibility or payment history of its receivables or of the Pool Receivables.

(q) Tax Status . Servicer has (i) timely filed all tax returns (federal, state and local) required to be filed and (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than such taxes, assessments and other governmental charges the validity of which is being contested in good faith or to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect).

(r) No Event of Default . No event has occurred and is continuing and no condition exists, or would result from any Purchase or Reinvestment or from the application of proceeds therefrom, that constitutes or may reasonably be expected to constitute an Event of Default.

ARTICLE VII

GENERAL COVENANTS OF SELLER AND SERVICER

SECTION 7.1 Affirmative Covenants of Seller . From the date hereof until the Final Payout Date, Seller shall, unless Agent and each Purchaser Agent shall otherwise consent in writing:

(a) Compliance with Laws, Etc . Comply in all respects with all applicable Laws with respect to it, the Pool Receivables and each of the related Contracts.

(b) Preservation of Existence . Preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to qualify or preserve or maintain such existence, rights, franchises or privileges would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Inspections . (i) From time to time, upon reasonable prior notice and during regular business hours, permit any representatives designated by each Purchaser, Purchaser Agent, each LOC Issuer, the Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and make copies of and abstracts from all Records in the possession or under the control of Seller or its Affiliates or agents, and (B) to visit the offices and properties of Seller or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Pool Receivables or Seller’s performance hereunder with any of the officers or employees of Seller or its Affiliates having knowledge of such matters and (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and condition of the Seller, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided , that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (y) unless an Event of Default has occurred that has not been waived in accordance with the terms of this Agreement, such visits, inspections and discussions shall be limited to two per calendar year and at the costs and expense of the Purchasers; provided further that (a) one such visit, inspection and discussion shall be coordinated with the preparation of the annual agreed upon procedures report required pursuant to Section 7.5(f) and coordinated with any visits, inspections and discussions with the Servicer pursuant to Section 7.4(c) and (b) after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement all such activities shall be at the sole costs and expense of the Seller and no limitation shall be imposed on the number of visits, inspections or discussions. Each Purchaser, each Purchaser Agent, LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants shall provide the Seller the opportunity to participate in any discussions with the Seller’s independent accountants.

(d) Keeping of Records and Books of Account; Delivery . Maintain and implement, or cause to be maintained and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Pool Receivables and Related Assets in the event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained, all documents, books, records and other information necessary or advisable for the collection of all Pool Receivables and Related Assets (including records adequate to permit the daily identification of each new Pool Receivable and all Collections of and adjustments to each existing Pool Receivable received, made or otherwise processed on that day). At any time after the occurrence of an Event of Default, upon the request of Agent or any Purchaser Agent, deliver or cause Servicer to deliver the originals of all Contracts to Agent, together with electronic and other files applicable thereto, and other Records necessary to enforce the related Receivable against the Obligor thereof.

(e) Performance and Compliance with Pool Receivables and Contracts . At its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts and the Pool Receivables, unless Originator or Seller makes a Deemed Collection payment in respect of the entire Unpaid Balance thereof in accordance with Section 3.2(a)(ii) of the Sale Agreement.

(f) Location of Records . Keep its chief place of business and chief executive office, and the offices where it keeps its Records (and all original documents relating thereto), at the address(es) of Seller referred to in Section 6.1(l) or, upon thirty (30) days’ prior written notice to Agent, at such other locations in jurisdictions where all action required by Section 8.5 shall have been taken and completed.

(g) Credit and Collection Policies . Cause Servicer to service the Pool Receivables and Related Security in accordance with the Credit and Collection Policies in all material respects and not agree to any material changes thereto (including changes that would materially impair the value, validity, collectibility or enforceability of, or materially increase the days-to-pay, Dilution or Contractual Dilution in excess of the Contractual Dilution Estimate at such time with respect to, any Pool Receivables) without the prior written consent of Agent and each Purchaser Agent.

(h) Collections . (i) Instruct or cause Servicer to instruct all Obligors to cause all Collections of Pool Receivables to be deposited directly with a Lock-Box Bank. In the event Seller or its Affiliates receive any Collections, they will deposit such Collections in a lock-box account with a Lock-Box Bank covered by a Lock-Box Agreement within two (2) Business Days of such receipt and (ii) in the event a Lock-Box Agreement is terminated, direct the applicable Lock-Box Bank to direct Collections received into the applicable lock-box or amounts deposited into the applicable lock-box account, as directed by the Agent.

(i) Right and Title . Hold all right, title and interest in each Pool Receivable, except to the extent that any such right, title or interest has been granted, sold or otherwise transferred to Agent or any Purchaser hereunder.

(j) Transaction Documents . Without limiting any of Seller’s covenants or agreements set forth herein or in any other Transaction Document, comply with each and every of its covenants and agreements under each Transaction Document to which it is a party in any capacity and its certificate of formation and limited liability company agreement, which (together with the related definitions and ancillary provisions) is hereby incorporated herein by reference for the benefit of Purchasers and Agent.

(k) Enforcement of Sale Agreement and Performance Guaranty . On its own behalf and on behalf of Purchasers and Agent, shall promptly enforce all covenants and obligations of Originator contained in the Sale Agreement or the Performance Guarantor in the Performance Guaranty, as applicable, and shall deliver consents, approvals, directions, notices, waivers and take other actions under the Sale Agreement or the Performance Guaranty, as applicable, as may be reasonably directed by Agent.

(l) Filing of Financing Statements . Within two (2) Business Days of the Closing Date, direct the Agent or its agent to file the financing statements described in Sections 5.1(e) , (f) and (h) in the appropriate jurisdictions as described in the security interest opinion delivered on the date hereof by Skadden, Arps, Slate, Meagher & Flom LLP or other counsel to the Seller.

SECTION 7.2 Reporting Requirements of Seller . From the date hereof until the Final Payout Date, Seller shall (or shall cause the Servicer to deliver on behalf of the Seller), unless Agent and each Purchaser Agent shall otherwise consent in writing, furnish or cause to be furnished to Agent and each Purchaser Agent:

(a) Financial Statements . (i) As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter of Seller, copies of the unaudited income statement and balance sheet of Seller with respect to such quarter, in conformity with generally accepted accounting principles, duly certified by the chief financial officer or other executive officer of Seller with respect to such quarter; and (ii) as soon as available and in any event within ninety (90) days after the end of the fiscal year of Seller, copies of the unaudited annual income statement and balance sheet of Seller, prepared in conformity with generally accepted accounting principles, duly certified by the chief financial officer or other executive officer of Seller with respect to such fiscal year. Financial statements shall be deemed to have been delivered if such statements and information shall have been posted by or on behalf of the Seller on its website or shall have been posted on IntraLinks or similar site to which all of the Agent and Purchaser Agents have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.

(b) ERISA . Written notice of any ERISA Event that Seller becomes aware of the occurrence of which, alone or together with any other ERISA Event that has occurred, could reasonable be expected to result in a Material Adverse Effect.

(c) Events of Default . Prompt notice of the occurrence of each Event of Default, each Unmatured Event of Default, any failure by Performance Guarantor to comply with the Financial Covenants set forth in the Credit Agreement and each Event of Default, accompanied by a written statement of an appropriate officer of Seller setting forth details of such event and the action that Seller proposes to take with respect thereto, such notice to be provided as soon as possible, and in any event within five (5) Business Days after Seller obtains knowledge of any such event.

(d) Litigation . As soon as possible, and in any event within five (5) Business Days of Seller’s knowledge thereof, notice of (i) any action, suit or proceeding by or before an arbiter or Governmental Authority (including a contingency thereof) initiated against Seller and (ii) any development in previously disclosed action, suit or proceeding which, individually or in the aggregate, is materially adverse in the Seller’s reasonable determination.

(e) Pool Receivables Agreed Upon Procedures Report . Not later than forty-five (45) days following the Agent’s or any Purchaser Agent’s delivery to the Seller of a

written request therefor (at the sole cost and expense of Seller), (i) a copy of an agreed upon procedures report, prepared by an accounting firm or consulting firm acceptable to Agent in Agent’s sole discretion, for the Pool Receivables, as of the end of the preceding 12 months, stating the aggregate Unpaid Balance of the Pool Receivables, the Net Pool Balance, the Unpaid Balance of the Defaulted Receivables and Diluted Receivables and confirming that, based upon its performance of the agreed upon procedures, such accountants or consultants found nothing that would indicate that the Information Package provided for the Settlement Period ended on or next preceding the last day of such fiscal year of Seller is inaccurate or incomplete; and (ii) a copy of an agreed upon procedures report prepared by the same nationally recognized independent certified public accountants or consultants, or a management report addressed to Agent with a copy to each Purchaser Agent relating to the ability of Servicer to perform or observe any term, covenant or condition relating to it hereunder as Servicer. The scope of the above agreed upon procedures for clauses (i) and (ii) above shall be as reasonably requested by the Agent after consultation with each Purchaser Agent. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Seller shall not be required to deliver the agreed upon procedures reports described in clauses (i) and (ii) above more than once in any twelve (12) calendar month period.

(f) Change in Credit and Collection Policies or Business . (i) Prior to its effective date, notice of (a) any material change in the Credit and Collection Policies; or (b) Seller making a change or changes in the character of its business and (ii) within 30 days of each annual anniversary of the Closing Date, an updated copy of the Credit and Collection Policies.

(g) Change in Accounting Policy . Prompt notice of any material change in the accounting policy of Seller if such change relates to the Receivables or the origination or servicing thereof or the transactions contemplated by the Transaction Documents.

(h) Other Information . Promptly, from time to time, such Records or other information, documents, records or reports respecting the condition or operations, financial or otherwise, of Seller, any Originator, Performance Guarantor or MPI as Agent or any Purchaser Agent may from time to time reasonably request in order to protect the interests of any LOC Issuer, Agent or any Purchaser under or as contemplated by this Agreement or any other Transaction Document.

(i) Notices Under Sale Agreement . A copy of each notice received by Seller from Originator pursuant to any provision of the Sale Agreement.

(j) Agreed Upon Procedures . In addition, Seller shall reasonably cooperate with Servicer and the designated accountants or consultants for each annual agreed upon procedures report required pursuant to Section 7.5(f) .

SECTION 7.3 Negative Covenants of Seller . From the date hereof until the Final Payout Date, Seller shall not, without the prior written consent of Agent and each Purchaser Agent, do or permit to occur any act or circumstance with which it has covenanted not to do or permit to occur in any Transaction Document to which it is a party in any capacity, or:

(a) Sales, Liens, Etc . Except as otherwise explicitly provided herein or in the Sale Agreement, sell, assign (by operation of Law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any of its assets (including any Pool Receivable or Related Assets, or any interest therein, or any lock-box account to which any Collections of any of the foregoing are sent, or any right to receive income or proceeds from or in respect of any of the foregoing).

(b) Extension or Amendment of Receivables . Except as otherwise permitted in Section 8.2(b) , extend, amend or otherwise modify the terms of any Pool Receivable or amend, modify or waive any term or condition of any related Contract in any respect that would or could reasonably be expected to, individually or in the aggregate, materially adversely affect the payment (including the timing thereof), the value, the validity, the collectibility, or the enforceability of, or the exercise of any rights with respect to the related Pool Receivables by it or Agent or otherwise, that would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case unless no Event of Default has occurred and a Deemed Collection payment in respect of the related Pool Receivable is made, in full, in connection therewith.

(c) Change in Credit and Collection Policies, Business, Organizational Documents or Transaction Documents . (i) Make or consent to any change in the Credit and Collection Policies that could materially impair the value, validity, collectibility or enforceability of, or increase the days-to-pay, Dilution or Contractual Dilution in excess of the Contractual Dilution Estimate at such time with respect to, any Pool Receivable or otherwise make any material change thereto without the prior written consent of Agent and each Purchaser Agent, or (ii) make a change or changes in the character of its business or amend or otherwise modify its limited liability company agreement or certificate of formation without the prior written consent of Agent and each Purchaser Agent or (iii) amend any other Transaction Document to which the Seller is a party without the prior written consent of the Agent and each Purchaser Agent.

(d) Change in Lock-Box Banks . Subject to Section 7.4(g) , deposit or otherwise credit, or cause or permit to be so deposited or credited, or direct any Obligor to deposit or remit, any Collections or proceeds thereof (other than as remitted to Seller pursuant to Section 1.3(a)(iii) hereof) in any account other than a lock-box account (or related lock-box, if applicable) covered by a Lock-Box Agreement at any Lock-Box Bank other than those banks listed in Schedule 6.1(m) , unless Agent shall have previously received duly executed copies of all Lock-Box Agreements with each such new Lock-Box Bank; provided , that a Lock-Box Bank may not be terminated unless the payments from Obligors that are being sent to such Lock-Box Bank will, upon termination of such Lock-Box Bank and at all times thereafter, be deposited in a lock-box account with another Lock-Box Bank covered by a Lock-Box Agreement.

(e) Name Change, Mergers, Acquisitions, Sales, etc . (i) Change its name or the location of any office at which Records are maintained without thirty (30) days prior written notice thereof to Agent and each Purchaser Agent, (ii) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or,

except in the ordinary course of its business, sell, transfer, convey, contribute or lease all or any substantial part of its assets, or sell or assign with or without recourse any Receivables or any interest therein (other than pursuant hereto and to the Sale Agreement) to any Person or (iii) have any Subsidiaries.

(f) Debt and Business Activity . Except for any Permitted Debt, incur, assume, guarantee or otherwise become directly or indirectly liable for or in respect of any Debt or other obligation, purchase any asset (or make any investment by share purchase loan or otherwise) or engage in any other activity (whether or not pursued for gain or other pecuniary advantage), in any case, other than as will occur in accordance with this Agreement or the other Transaction Documents and as is permitted by its certificate of formation and limited liability company agreement.

(g) Change in Organization, Etc . Change its jurisdiction of organization or its name, identity or corporate structure or make any other change such that any financing statement filed or other action taken to perfect Agent’s interests under this Agreement would become seriously misleading or would otherwise be rendered ineffective, unless Seller shall have given Agent and each Purchaser Agent not less than thirty (30) days’ prior written notice of such change and shall have cured such circumstances. Seller shall not amend or otherwise modify or waive its limited liability company agreement or any of its other organizational documents or any provision thereof without the prior written consent of Agent and each Purchaser Agent. Seller shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article Nine of the UCC (2001 or later revision) is in effect.

(h) Actions Impairing Quality of Title . Take any action that could cause any Pool Receivable, together with the Related Assets, not to be owned by it free and clear of any Lien (other than any Lien arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof) or by Agent); or take any action that could cause Agent not to have a valid and perfected ownership or first priority perfected security interest in the Asset Interest (including each Related Asset) and each lock-box account of Seller at a Lock-Box Bank, all amounts on deposit therein and all products and proceeds of the foregoing, free and clear of any Lien (other than any Lien arising under any Transaction Document or solely as the result of any action taken by any Purchaser (or any assignee thereof) or by Agent); or suffer the existence of any financing statement or other instrument similar in effect covering any Pool Receivable or any Related Asset on file in any recording office except such as may be filed (i) in favor of Originator or Seller in accordance with the Contracts or any Transaction Document or (ii) in favor of a Purchaser or Agent in accordance with this Agreement or any Transaction Document or in connection with any Lien arising solely as the result of any action taken by any Purchaser (or any assignee thereof) or by Agent.

(i) Net Worth . Seller will not permit its net worth (as calculated in accordance with generally accepted accounting principles consistently applied), at any time, to be less than $6,000,000.

(j) Actions by Originator . Notwithstanding anything to the contrary set forth in the Sale Agreement, Seller will not consent to (i) any change or removal of any notation required to be made by Originator pursuant to Section 3.3 of the Sale Agreement, or (ii) any waiver of or departure from any term set forth in Section 5.4 of the Sale Agreement, in each case without the prior written consent of Agent and each Purchaser Agent.

SECTION 7.4 Affirmative Covenants of Servicer . From the date hereof until the Final Payout Date, Servicer shall, unless Agent and each Purchaser Agent shall otherwise consent in writing:

(a) Compliance with Laws, Etc . Comply with all applicable Laws with respect to it, the Pool Receivables, the related Contracts and the servicing and collection thereof except to the extent such non-compliance would not and could not reasonably be expected to have a Material Adverse Effect.

(b) Preservation of Corporate Existence . Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Inspections . (i) From time to time, upon reasonable prior notice and during regular business hours, permit any representatives designated by each Purchaser, Purchaser Agent, each LOC Issuer, the Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and make copies of and abstracts from all Records in the possession or under the control of Servicer or its Affiliates or agents, and (B) to visit the offices and properties of Servicer or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Pool Receivables or Servicer’s performance hereunder with any of the officers or employees of Servicer or its Affiliates having knowledge of such matters and (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and condition of the Servicer, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided , that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (y) unless an Event of Default has occurred that has not been waived in accordance with the terms of this Agreement, such visits, inspections and discussions shall be limited to two per calendar year and at the costs and expense of the Purchasers; provided further that (a) one such visit, inspection and discussion shall be coordinated with the preparation of the annual agreed upon procedures report required pursuant to Section 7.5(f) and coordinated with any visits, inspections and discussions pursuant to Section 7.1(c) (b) and after the occurrence of any Event of Default that has not been waived in accordance with the terms of this

Agreement all such activities shall be at the sole costs and expense of the Servicer and no limitation shall be imposed on the number of visits, inspections or discussions. Each Purchaser, each Purchaser Agent, LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants shall provide the Servicer the opportunity to participate in any discussions with the Servicer’s independent accountants.

(d) Keeping of Records and Books of Account; Delivery; Location of Records . Maintain and implement, or cause to be maintained and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Pool Receivables and Related Assets in the event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained, all documents, books, records and other information necessary or advisable for the collection of all Pool Receivables and Related Assets (including records adequate to permit the daily identification of each new Pool Receivable and all Collections of and adjustments to each existing Pool Receivable received, made or otherwise processed on that day). Upon the request of Agent or any Purchaser Agent, deliver the originals of all Contracts to Agent, together with electronic and other files applicable thereto, and other Records necessary to enforce the related Receivable against the Obligor thereof.

In addition, Servicer shall keep its principal place of business and chief executive office, and the offices where it keeps the Records (and all original documents relating thereto), at the address(es) of Servicer referred to in Annex 1 of the Sale Agreement or at such other address(es) of Servicer as set forth in the Sale Agreement or, upon thirty (30) days’ prior written notice to Agent and each Purchaser Agent, at such other locations in jurisdictions where all action required by Section 8.5 hereof shall have been taken and completed.

(e) Performance and Compliance with Receivables and Contracts . At its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts and the Pool Receivables, unless, with respect to a Pool Receivable, Originator or Servicer makes a Deemed Collection payment in respect of the entire Unpaid Balance thereof in accordance with Section 3.2 of the Sale Agreement.

(f) Credit and Collection Policies . Comply in all material respects with the applicable Credit and Collection Policy in regard to each Pool Receivable and Related Security, the related Contract and the other Related Assets and the servicing and collection thereof.

(g) Collections . (i) Instruct all Obligors to cause all Collections of Pool Receivables to be deposited directly with a Lock-Box Bank. In the event Servicer or any of its Affiliates receives any Collections, such Person will deposit such Collections with a Lock-Box Bank within two (2) Business Days of its receipt thereof and (ii) in the event a Lock-Box Agreement is terminated, direct the applicable Lock-Box Bank to direct

payments received into the applicable lock-box or amounts deposited into the applicable lock-box account, as directed by the Agent.

(h) Transaction Documents . Without limiting any of Servicer’s covenants or agreements set forth herein or in any other Transaction Document, so long as Servicer is Originator, comply in all material respects with each and every of its covenants and agreements as Originator under each Transaction Document to which it is a party in any capacity, each of which (together with the related definitions and ancillary provisions) is hereby incorporated herein by reference for the benefit of Purchasers and Agent.

(i) Filing of Financing Statements . Within two (2) Business Days of the Closing Date, direct Agent or its agent to file the financing statements described in Sections 5.1(e) , (f) and (h) to be duly filed in the appropriate jurisdictions as described in the security interest opinion delivered on the date hereof by Skadden, Arps, Slate, Meagher & Flom LLP or other counsel to Seller.

(j) Frequency of Billing . Prepare and deliver invoices with respect to all Receivables in accordance with the Credit and Collection Policies, but in any event no less frequently than monthly.

SECTION 7.5 Reporting Requirements of MPI, Individually and as Servicer . From the date hereof until the Final Payout Date, Servicer shall furnish to Agent and each Purchaser Agent, unless Agent and each Purchaser Agent shall otherwise consent in writing, each of the following:

(a) (i) Quarterly Financial Statements . As soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarterly periods of each of its fiscal years, the unaudited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries (including Servicer) as at the close of each such period and related statements of income and cash flows for Performance Guarantor and its consolidated Subsidiaries, in conformity with generally accepted accounting principles subject to normal year-end audit adjustments and the absence of footnotes, for the period from the beginning of such fiscal year to the end of such quarterly period, all certified by a Financial Officer.

(ii) Annual Financial Statements . As soon as available and in any event within ninety (90) days after the end of each fiscal year of each of Performance Guarantor and its consolidated subsidiaries, copies of the audited, consolidated financial statements (which shall include balance sheets, statements of cash flows, operations, and stockholders equity) of Performance Guarantor and its consolidated Subsidiaries in conformity with generally accepted accounting principles, duly certified by Deloitte LLP or another nationally recognized firm of independent certified public accountants reasonably acceptable to Agent and each Purchaser Agent, with respect to such fiscal year (without a “going-concern” or like qualification or exception and without any qualification or exception as to the scope of such audit).

(iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit 7.5(a)(iii) signed by an authorized officer of Servicer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

Financial statements shall be deemed to have been delivered if such statements and information shall have been posted by or on behalf of the Servicer on its website or shall have been posted on IntraLinks or similar site to which all of the Agent and Purchaser Agents have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.

(b) Financial Statements and Other Information . Servicer will furnish to Agent and Agent shall promptly after receipt thereof furnish to each Purchaser Agent:

(i) promptly after the same becomes publicly available, copies of all proxy statements, financial statements and regular or special reports which Performance Guarantor sends to its stockholders;

(ii) promptly following a request therefor, any documentation or other information (including with respect to Originator, Seller or Performance Guarantor) that Agent, any Purchaser Agent, any LOC Issuer or any Purchaser reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti money laundering rules and regulations, including the USA PATRIOT Act; and

(iii) from time to time such further information regarding the business, affairs and financial condition of Seller, Servicer, Performance Guarantor, Originator and their respective subsidiaries as Agent or any Purchaser Agent shall reasonably request.

The information set forth in sub clauses (i) of this clause (b) shall be deemed to have been delivered if such statements and information shall have been posted by or on behalf of the Servicer on its website or shall have been posted on IntraLinks or similar site to which all of the Agent and Purchaser Agents have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.

(c) ERISA . Written notice of any ERISA Event that MPI becomes aware of, the occurrence of which, alone or together with any other ERISA Event that has occurred, could reasonable be expected to result in a Material Adverse Effect.

(d) Events of Default . Prompt notice of its knowledge of the occurrence of each Event of Default, each Unmatured Event of Default, any failure by Performance Guarantor to comply with the Financial Covenants set forth in the Credit Agreement and any draw on a Letter of Credit, accompanied by a written statement of an appropriate officer of Servicer setting forth details of such event and the action that it proposes to

take with respect thereto, such notice to be provided as soon as possible, and in any event within five (5) Business Days after it obtains knowledge of any such event.

(e) Litigation . As soon as possible, and in any event within five (5) Business Days of its knowledge thereof, notice of (a) any action, suit or proceeding by or before any arbiter or Governmental Authority initiated against (i) Originator, Performance Guarantor or Servicer which may exist at any time which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would prevent it from conducting its business operations relating to the Receivables, its servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents and or (ii) Seller and (b) any development in previously disclosed action, suit or proceeding which, individually or in the aggregate, is materially adverse in the Servicer’s reasonable determination.

(f) Agreed Upon Procedures Report . Not later than forty-five (45) days following the Agent’s delivery to the Servicer of a written request therefor (at the sole cost and expense of Servicer), a report of an accounting firm or consulting firm reasonably acceptable to Agent, addressed to Agent with a copy to each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Servicer for the prior fiscal year. The scope of the above agreed upon procedures report shall be as reasonably requested by the Agent or such Purchaser Agent. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Servicer shall not be required to deliver the foregoing agreed upon procedures report more than once in any twelve (12) calendar month period.

(g) Change in Credit and Collection Policies or Business . (i) Prior to its effective date, notice of (a) any material change in the Credit and Collection Policies, and (b) any change in the character of Servicer’s business that has or could reasonably be expected to, individually or the aggregate, materially and adversely affect the ability of Servicer to perform its obligations hereunder or otherwise have a Material Adverse Effect or would prevent it from conducting its business operations relating to the Receivables, its servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents and (ii) within 30 days of each annual anniversary of the Closing Date, a current copy of the Credit and Collection Policies.

(h) Change in Accounting Policy . Promptly notify Agent and each Purchaser Agent of any material change in the accounting policy of any Originator or Performance Guarantor if such change relates to the Receivables or the origination or servicing thereof or the transactions contemplated by the Transaction Documents.

(i) Other Information . From time to time, such Records or other information, documents, records or reports respecting the condition or operations, financial or otherwise, of Seller, any Originator, Servicer, Performance Guarantor or MPI as Agent or any Purchaser Agent may from time to time request in order to protect the interests of Agent or Purchasers under or as contemplated by this Agreement or any other Transaction Document.

(j) Servicing Programs . If Servicer is not MPI (or an Affiliate of MPI) or if any Event of Default has occurred and a license or approval is required for Agent’s or such successor Servicer’s use of any software or other computer program used by MPI in the servicing of the Receivables, then MPI shall at its own expense arrange for Agent or such successor Servicer to receive any such required license or approval.

(k) Contractual Dilution Estimate . On or before each Reporting Date, the Servicer shall include in each Information Package delivered to Agent and each Purchaser Agent, the Contractual Dilution Estimate for the then outstanding Pool Receivables and the actual Contractual Dilution for the Settlement Period related to that Reporting Date. The Contractual Dilution Estimate shall be calculated by the Servicer in the ordinary course based on Contractual Dilution expected to occur with respect to the then outstanding Pool Receivables as reasonably determined by the Servicer in accordance with the practices set forth on Exhibit 7.5(k) and the definition of “Contractual Dilution Estimate” and reflected on the books and records of the Servicer in accordance with the customary procedures therefor established by the Servicer and its external accountants.

SECTION 7.6 Negative Covenants of MPI, Individually and as Servicer . From the date hereof until the Final Payout Date, MPI, individually and as Servicer, shall not, without the prior written consent of Agent and each Purchaser Agent, do or permit to occur any act or circumstance with which it has covenanted not to do or permit to occur in any Transaction Document to which it is a party in any capacity, or:

(a) Interference with Seller . Take any action that would cause Seller or Originator (if Servicer is not Originator) to breach any of its representations, undertakings, obligations or covenants under any of the Transaction Documents.

(b) Extension or Amendment of Receivables . Except as contemplated in Section 8.2(b) , extend, amend or otherwise modify the terms of any Pool Receivable or amend, modify or waive any term or condition of any related Contract in any respect that would or could reasonably be expected to, individually or in the aggregate, materially and adversely affect the payment (including the timing thereof), the value, the validity, the collectibility, or the enforceability of, or the exercise of any rights with respect to the related Pool Receivables by it, Agent or any Purchaser or otherwise that would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case unless a Deemed Collection payment in respect of the related Pool Receivable is made in connection herewith.

(c) Change in Credit and Collection Policies, Business or Transaction Documents . (i) Make or consent to any change in the Credit and Collection Policies that could materially impair the value, validity, collectibility or enforceability of, or increase the days-to-pay, Dilution or Contractual Dilution in excess of the Contractual Dilution Estimate at such time with respect to, any Pool Receivable or otherwise make any material change thereto without the prior written consent of Agent and each Purchaser Agent, (ii) make a change in the character of its business that would have or could reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect, in either case, without the prior written consent of the Agent and each Purchaser Agent or (iii) amend any other Transaction Document to which it is a party, in any capacity, without the prior written consent of Agent and each Purchaser Agent.

(d) Change in Lock-Box Banks . (i) Add any bank or lock-box account not listed on Schedule 6.1(m) as a Lock-Box Bank or lock-box account unless Agent shall have previously approved and received duly executed copies of all Lock-Box Agreements and/or amendments thereto covering each such new bank and lock-box account or (ii) terminate any Lock-Box Bank, Lock-Box Agreement or related lock-box account without the prior written consent of Agent and each Purchaser Agent and, in each case, only if all of the payments from Obligors that were being sent to such Lock-Box Bank will, upon termination of such Lock-Box Bank and at all times thereafter, be deposited in a lock-box account with another Lock-Box Bank covered by a Lock-Box Agreement.

(e) Deposits to Accounts . Deposit or otherwise credit, or cause or permit to be so deposited or credited, or direct any Obligor to deposit or remit, any Collection or proceeds thereof (other than as remitted to Seller pursuant to Section 1.3(a)(iii) hereof) to any account (or related lock-box, if applicable) not covered by a Lock-Box Agreement (other than a de minimis amount of payments misdirected by the Obligors).

(f) Mergers, Sales, Etc . If Servicer is MPI or an Affiliate of MPI, consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of its assets to, any other Person, or discontinue or eliminate any business line or segment; provided , that any Affiliate (other than Seller) may merge into Servicer in a transaction in which Servicer is the surviving Person. In addition, MPI shall not permit Originator to consolidate or merge with or into, or permit Originator or Performance Guarantor to sell, lease or otherwise transfer all or substantially all of its assets to, any other Person, or permit Originator to discontinue or eliminate any business line or segment; provided , that any such Affiliate of Originator may merge in a transaction in which Originator is the surviving Person.

(g) Actions Contrary to Separateness . Take any action inconsistent with the terms of Section 7.8 .

(h) Sales, Liens, Etc. Except as otherwise provided herein, sell, assign (by operation of Law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Pool Receivable or related Contract or other Related Security, or any interest therein, or any proceeds of any of the foregoing, or any lock-box account to which any Collections of any Pool Receivable are sent, or any right to receive income or proceeds from or in respect of any of the foregoing, or purport to do any of the foregoing.

(i) Actions Evidencing Transfers by Originator . Notwithstanding anything to the contrary set forth in the Sale Agreement, consent to any change or removal of any notation required to be made by Originator pursuant to Section 3.3 of the Sale Agreement without the prior written consent of Agent and each Purchaser Agent.

SECTION 7.7 Full Recourse . Notwithstanding any limitation on recourse contained herein or in any other Transaction Document: (i) Seller has the obligation to pay all Yield and other amounts due under Sections 3.1(c) and 3.4 or under Articles IV or XII (which obligation shall be full recourse general obligations of Seller), and (ii) all obligations of Servicer so specified hereunder shall be full recourse general obligations of Servicer.

SECTION 7.8 Corporate Separateness; Related Matters and Covenants . Each of MPI, Servicer and Seller covenants, for the benefit of Purchasers, Agent and the other Secured Parties, until the Final Payout Date as follows:

(a) MPI, Seller and Servicer shall assure that Seller, Performance Guarantor, MPI and Originator (and each of their respective Affiliates) shall observe the applicable legal requirements for the recognition of Seller as a legal entity separate and apart from each of Originator, MPI, Performance Guarantor and any of their respective Affiliates, and comply with (and cause to be true and correct) its organizational documents, each of the facts and assumptions contained in the opinions of Skadden, Arps, Slate, Meagher & Flom LLP delivered pursuant to Section 5.1(j) regarding “true sale” and “substantive consolidation” matters (and any later bring-downs or replacements of such opinions) and assuring that each of the following is complied with:

(i) Seller shall maintain separate company records, books of account and financial statements (each of which shall be sufficiently full and complete to permit a determination of Seller’s assets and liabilities and to permit a determination of the obligees thereon and the time for performance on each of Seller’s obligations) from those of Originator, MPI, Performance Guarantor and their respective Affiliates other than Seller;

(ii) except as otherwise permitted by this Agreement, Seller shall not commingle any of its assets or funds with those of Originator, MPI, Performance Guarantor or any of their respective Affiliates;

(iii) at least one member of Seller’s board of managers shall be an Independent Manager and the limited liability company agreement of Seller shall provide: (i) for the same definition of “Independent Manager” as used herein, (ii) that Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (iii) that the provisions required by clauses (i) and (ii) of this sentence cannot be amended except in accordance with this Agreement and without the prior written consent of the Independent Manager, the Agent and each Purchaser Agent;

(iv) the members and board of managers of Seller shall hold all regular and special meetings appropriate to authorize Seller’s actions. The members and managers of Seller may act from time to time by unanimous written consent or through one or more committees in accordance with Seller’s certificate of formation and its limited liability company agreement. Seller shall not take any

Material Actions (as defined in its limited liability company agreement) without the consent of all its managers, including its Independent Manager. Appropriate minutes of all meetings of Seller’s members and managers (and committees thereof) shall be kept by Seller;

(v) Seller shall compensate its Independent Manager in accordance with its limited liability company agreement;

(vi) decisions with respect to Seller’s business and daily operations shall be independently made by Seller and shall not be dictated by Originator, MPI, Performance Guarantor or any of their respective Affiliates, provided that Servicer shall service the Pool Receivables as contemplated by the Transaction Documents;

(vii) subject to clauses (xvi) and (xix) , no transactions shall be entered between Seller, on the one hand and Originator, Servicer, Performance Guarantor or any Affiliate of any of them, on the other hand (other than as contemplated hereby and in the other Transaction Documents);

(viii) Seller shall act solely in its own name and through its own authorized managers, members, officers and agents, except that, as a general matter, the Obligors will not be informed in the first instance that Servicer, Originator or Performance Guarantor are acting on behalf of Seller. No Originator, Servicer, Performance Guarantor or any Affiliates of MPI shall be appointed as an agent of Seller, except in the capacity of Servicer or subservicer hereunder;

(ix) none of Servicer, Performance Guarantor or any of their respective Affiliates shall advance funds or credit to Seller; and none of Servicer, Performance Guarantor nor any Affiliate of Servicer or Performance Guarantor will otherwise supply funds or credit to, or guarantee any obligation of, Seller except for MPI’s contributions of capital to Seller;

(x) Seller shall maintain a separate office which shall be physically separate from space occupied by Originator, Performance Guarantor or any Affiliate of Originator or Performance Guarantor (but may be in a separate space occupied solely by Seller at the offices of Originator or any Affiliate of Originator) and shall be clearly identified as Seller’s office so it can be identified by outsiders;

(xi) other than as permitted by the Transaction Documents, Seller shall not guarantee, or otherwise become liable with respect to, any obligation of MPI, Originator, Performance Guarantor or any Affiliate of Originator;

(xii) Seller shall at all times hold itself out to the public under Seller’s own name as a legal entity separate and distinct from its shareholders, members, managers, Performance Guarantor, MPI, Originator and each of their respective

Affiliates (the foregoing to include, but not be limited to, use of separate and distinct letterhead and telephone number(s));

(xiii) MPI or Performance Guarantor may issue consolidated financial statements that will include Seller, but such financial statements will contain a footnote to the effect that the Receivables and Related Assets of Seller are not available to creditors of MPI or Performance Guarantor; in addition Seller shall prepare separate financial statements in compliance with generally accepted accounting principles consistently applied;

(xiv) if any of Seller, Servicer, Performance Guarantor or Originator shall provide Records relating to Pool Receivables to any creditor of Seller or Servicer, Seller or Servicer, as the case may be, shall also provide (or cause Originator to provide) to such creditor a notice indicating that the Collections relating to such Pool Receivables are held in trust pursuant to Section 3.4 ;

(xv) Originator’s financial statements shall disclose the separateness of Seller and that the Pool Receivables are owned by Seller and are not available to creditors of Originator or of their respective Affiliates;

(xvi) any allocations of direct, indirect or overhead expenses for items shared between Seller and Originator, Performance Guarantor or any of their respective Affiliates that are not included as part of the Servicing Fee shall be made among Seller and Originator, Performance Guarantor or any of their respective Affiliates to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered;

(xvii) Seller shall not be named, directly or indirectly, as a contingent beneficiary or loss payee on any insurance policy covering the property of Servicer, Originator, Performance Guarantor or any Affiliate of any of them;

(xviii) Seller shall maintain adequate capital in light of its contemplated business operations;

(xix) Seller shall generally maintain an arm’s-length relationship with Originator, Performance Guarantor and its Affiliates; and

(xx) the Independent Manager shall not at any time serve as a trustee in bankruptcy for Seller, Servicer or any of their respective Affiliates.

(b) Seller agrees that (and MPI, in its capacity as the sole member of Seller, agrees that it will cause Seller to comply therewith), until the Final Payout Date:

(i) Seller shall not issue any security of any kind except certificates evidencing membership interests issued to MPI in connection with its formation, or incur, assume, guarantee or otherwise become directly or indirectly liable for or

in respect of any Debt or obligation other than as will occur in accordance with the Transaction Documents;

(ii) Seller shall not sell, pledge or dispose of any of its assets, except as permitted by, or as provided in, the Transaction Documents;

(iii) Seller shall not purchase any asset (or make any investment, by share purchase, loan or otherwise) except as permitted by, or as provided in, the Transaction Documents;

(iv) Seller shall not engage in any activity (whether or not pursued for gain or other pecuniary advantage) other than as permitted by the Transaction Documents;

(v) Seller shall not create, assume or suffer to exist any Lien on any of its assets other than any Lien created pursuant to the Transaction Documents;

(vi) Seller shall not make any payment, directly or indirectly, to, or for the account or benefit of, any owner of any Voting Stock, security interest or equity interest in Seller or any Affiliate of any such owner (except, in each case, as expressly permitted by the Transaction Documents);

(vii) Seller shall not make, declare or otherwise commence or become obligated in respect of, any dividend, stock or other security redemption or purchase, distribution or other payment to, or for the account or benefit of, any owner of any Voting Stock or other security interest or equity interest in Seller to any such owner or any Affiliate of any such owner (except, in each case, as otherwise provided herein or in the other Transaction Documents), except out of funds received by it under Article III and only if (I) the result would be to directly or indirectly cause any non-compliance with Section 7.3(i) or (II) there exists (or would exist after giving effect thereto) (x) an Event of Default or (y) an Unmatured Event of Default;

(viii) Seller shall not acquiesce in, or direct Servicer or any other agent to take, any action that is prohibited to be taken by Seller in clauses (i) through (vii) above or in Section 7.3 hereof;

(ix) Seller shall not have any employees; and

(x) Seller will provide for not less than ten (10) Business Days’ prior written notice to Agent and each Purchaser Agent of any removal, replacement or appointment of any manager that is to serve as an Independent Manager, such notice to include the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement and the limited liability company agreement of Seller.

(c) None of MPI, Seller or Servicer shall take any action or permit any of its respective Affiliates to take any action inconsistent with this Section 7.8 .

(d) Agent and each Purchaser Agent hereby confirms that the Independent Manager (Frank B. Bilotta) is acceptable to Agent and each Purchaser Agent as of the Closing Date.

ARTICLE VIII

ADMINISTRATION AND COLLECTION

SECTION 8.1 Designation of Servicer .

(a) MPI as Initial Servicer . The servicing, administering and collection of the Pool Receivables on behalf of Agent and Purchasers shall be conducted by the Person designated as Servicer hereunder (“ Servicer ”) from time to time in accordance with this Section 8.1. Until Agent gives to MPI a Successor Notice (as defined in Section 8.1(b) ), MPI is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms hereof. Servicer shall receive the Servicing Fee, payable as described in Article III , for the performance of its duties hereunder.

(b) Successor Notice . In the event that an Event of Default that has not been waived in accordance with the terms of this Agreement has occurred, Agent may, or at the direction of the Required Purchaser Agents shall, upon five (5) Business Days’ notice to MPI and Seller, to designate a new Servicer pursuant to the terms hereof (a “ Successor Notice ”). Upon receipt of a Successor Notice, MPI agrees that it shall terminate its activities as Servicer hereunder in a manner that Agent reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the new Servicer (which may be the Agent, any Purchaser Agent or their designee) shall assume each and all of MPI’s obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and MPI shall use best efforts to assist the new Servicer in assuming such obligations. Agent agrees not to give MPI a Successor Notice except after the occurrence of an Event of Default that has not been waived in accordance with the terms of this Agreement. The new Servicer shall sign an agreement, acceptable to the Agent and each Purchaser Agent, agreeing to be bound by the terms hereof as if such entity was a party hereto.

(c) Subservicers; Subcontracts . Servicer may not subcontract with any Person that is not an Affiliate of Servicer (excluding Seller) or otherwise delegate any of its duties or obligations hereunder except with the prior written consent of Agent and the Required Purchaser Agents, provided , that, notwithstanding any such designation, delegation or subcontract in clause (a) or clause (b) above, Servicer shall remain primarily and directly liable for the performance of all the duties and obligations of Servicer pursuant to the terms hereof.

SECTION 8.2 Duties of Servicer . Each Purchaser, each Purchaser Agent and Agent hereby appoints as its agent Servicer, as from time to time designated pursuant to

Section 8.1 , to enforce its rights and interests in and under the Pool Receivables, the Related Security and the related Contracts. Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect, administer and service each Pool Receivable from time to time with reasonable care and diligence and, in any event, with no less care and diligence than it uses in the collection, administration and servicing of its own assets, and in accordance with (i) applicable Laws and (ii) with the Credit and Collection Policies. Seller hereby acknowledges and agrees to this appointment of Servicer.

(a) Allocation of Collections; Segregation . Servicer shall set aside and hold in trust Collections of Pool Receivables in accordance with Section 1.3 but shall not be required (unless otherwise requested by Agent or any Purchaser Agent during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing) to segregate the funds constituting such portions of such Collections prior to the remittance thereof in accordance with said Section so long as Servicer is able, continuously and on an equitable and consistent basis, to identify which funds are Collections on Pool Receivables. If instructed by Agent or any Purchaser Agent in writing during the Liquidation Period or after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement or while any Unmatured Event of Default is continuing, Servicer shall segregate and deposit with a bank designated by Agent in an account owned by Agent for the benefit of the Purchasers and the other Secured Parties, Purchasers’ (and the other Secured Parties’) share of Collections of Pool Receivables, not later than the first Business Day following receipt by Servicer of such Collections in immediately available funds.

(b) Modification of Receivables . So long as no Event of Default shall have occurred that has not been waived in accordance with the terms of this Agreement, MPI, while it is Servicer, may, in accordance with the Credit and Collection Policies and the servicing standards set forth herein, (i) extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable as MPI may reasonably determine to be appropriate to maximize Collections thereof; provided , that, (A) after giving effect to such extension of maturity or such adjustment, the sum of Purchasers’ Total Investment and the Required Reserves at such time shall not exceed the Net Pool Balance at such time, and (B) no such extension of maturity shall extend the maturity of any Receivable more than once or extend the due date thereof to a date later than 15 days after the original due date of such Receivable or shall otherwise make or be deemed to make any such Receivable current or otherwise modify the aging thereof, and (ii) adjust the Unpaid Balance of any Receivable to reflect the reductions or cancellations described in Section 3.2(a)(i) .

(c) Documents and Records . Seller shall deliver (and cause Originator to deliver) to Servicer, and Servicer shall hold in trust for Seller, Originator, Agent, each Purchaser Agent, each Purchaser and each other Secured Party in accordance with their respective interests, all Records (and after the occurrence of any Event of Default, shall deliver the same to Agent and any successor Servicer promptly upon Agent’s or any Purchaser Agent’s written request), all documents, instruments and records (including, without limitation, computer tapes or disks) that evidence or relate to Pool Receivables.

(d) Certain Duties to Seller . Servicer shall, promptly following receipt, turn over to Seller the collections of any Receivable that is not a Pool Receivable, a Related Asset or any other property included in the grant set forth in Section 9.1 . Servicer, if other than MPI (or any of its Affiliates), shall, as soon as practicable upon demand, deliver to Seller (A) all documents, instruments, books, records, purchase orders, agreements, reports and other information (including computer programs, tapes, disks, other information storage media, data processing software and related property and rights) in its possession that evidence or relate to Receivables of Seller other than Pool Receivables and the Obligors of such Receivables, and (B) copies of all Records in its possession.

(e) Termination . Servicer’s authorization as such under this Agreement shall terminate upon the Final Payout Date.

(f) Power of Attorney . Seller hereby grants to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Seller any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by Seller or transmitted or received by Seller in connection with any Pool Receivable or under the related Records.

SECTION 8.3 Resignation of MPI as Servicer . MPI shall not resign in its capacity as Servicer hereunder without the prior written consent of the Agent and each Purchaser Agent, which consent shall be given or withheld in the sole and absolute discretion of the Agent and each Purchaser Agent.

SECTION 8.4 Rights of Agent . In addition to all of its other rights herein including under Articles IX and X , under the other Transaction Documents or at Law or in equity, Agent shall have the other following rights set forth in this Section 8.4 :

(a) Notice to Obligors . At any time after the occurrence of any of the following that has not been waived in accordance with the terms of this Agreement (i) an Event of Default or (ii) the commencement of the Liquidation Period (A) Agent may in its sole discretion, or shall at the direction of any Purchaser Agent, notify the Obligors of Pool Receivables, or any of them, of the ownership of the Asset Interest by Agent for the benefit of Purchasers, and instruct them that payments on the Pool Receivables are to be made to, and will only be effective if made to, or as otherwise instructed by, Agent and (B) Seller shall, at Agent’s or any Purchaser Agent’s request and at Seller’s expense, give notice of Agent’s ownership and security interest in the Pool Receivables for the benefit of the Purchasers to each said Obligor and instruct them that payments on the Pool Receivables are to be made to, and will only be effective if made to, or as otherwise instructed in writing by, Agent.

(b) Notice to Lock-Box Banks . At any time after the occurrence of any of the following that has not been waived in accordance with the terms of this Agreement (i) an Event of Default or (iii) the commencement of the Liquidation Period, Agent may or shall at the direction of any Purchaser Agent, and is hereby authorized to, give notice to

the Lock-Box Banks, as provided in the Lock-Box Agreements, of the assumption by Agent of exclusive dominion and control over the lock-boxes and related accounts for the benefit of the Purchasers, and Seller and Servicer shall take any further action that Agent may reasonably request to effect such assumption.

(c) Other Rights . At any time after the occurrence of any of the following that has not been waived in accordance with the terms of this Agreement (i) an Event of Default or (ii) the commencement of the Liquidation Period, Seller shall, (A) at Agent’s or any Purchaser Agent’s request and at Seller’s expense, assemble all of the Records necessary or desirable to collect or otherwise enforce the Pool Receivables and the other Collateral and deliver such Records to or at the direction of Agent and (B) at the request of Agent, any Purchaser Agent or their respective designee, exercise or enforce any of their respective rights hereunder, under any other Transaction Document, under any Pool Receivable or under any Related Asset (to the extent permitted hereunder or thereunder). Without limiting the generality of the foregoing, Seller shall upon the request of Agent or its designee and at Seller’s expense when permitted to take the actions described in the preceding sentence, mark conspicuously each Contract evidencing each Pool Receivable with a legend, reasonably acceptable to Agent, evidencing that the Asset Interest has been sold in accordance with this Agreement.

(d) Additional Financing Statements; Performance by Agent . Seller hereby authorizes Agent or its designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, or any similar instruments in any relevant jurisdiction relative to all or any of the Pool Receivables and the Related Assets now existing or hereafter arising in the name of Seller. If Seller fails to perform any of its agreements or obligations under this Agreement or any other Transaction Document, Agent or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of Agent or its designee incurred in connection therewith shall be payable by Seller as provided in Section 13.6 .

SECTION 8.5 Responsibilities of Servicer . Anything herein to the contrary notwithstanding:

(a) Contracts . Servicer shall perform all of its obligations under the Contracts, so long as it is an Affiliate of Seller, to the same extent as if the Asset Interest had not been sold hereunder or under the Sale Agreement and the exercise by Agent or its designee of its rights hereunder shall not relieve Servicer from such obligations.

(b) Limitation of Liability . None of Agent, any Purchaser Agent, any LOC Issuer or any Purchaser shall have any obligation or liability with respect to any Pool Receivables or Related Assets related thereto, nor shall any of them be obligated to perform any of the obligations of Originator, Servicer or Seller thereunder.

SECTION 8.6 Further Action Evidencing Purchases and Reinvestments . Seller agrees that from time to time, at its expense, it shall (or cause Servicer to) promptly execute and deliver all further instruments and documents, and take all further actions, that Agent or its designee may reasonably request or that are necessary in order to perfect, protect or more fully

evidence the transactions contemplated by the other Transaction Documents, the Purchases hereunder, the resulting Asset Interest and each lock-box account of Seller at a Lock-Box Bank and all amounts on deposit therein.

SECTION 8.7 Application of Collections . Unless Agent may, with consent of the Required Purchaser Agents, or shall, upon the direction of the Required Purchaser Agents, instruct otherwise, any payment by an Obligor in respect of any indebtedness owed by it to Seller shall, except as otherwise specified in writing or otherwise by such Obligor, required by Law or by the underlying Contract, be applied: first , as a Collection of any Pool Receivable or Receivables then outstanding of such Obligor, with such Pool Receivables being paid in the order of the oldest first, and, second , to any other indebtedness of such Obligor.

ARTICLE IX

SECURITY INTEREST

SECTION 9.1 Grant of Security Interest . To secure all obligations of Seller arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, all Indemnified Amounts, payments on account of Collections received or deemed to be received and fees and expenses, in each case pro rata according to the respective amounts thereof, Seller hereby assigns and pledges to Agent, for the benefit of the Secured Parties, and hereby grants to Agent, for the benefit of the Secured Parties, a security interest in all of the following: all of Seller’s right, title and interest now or hereafter existing in, to and under all of its assets, whether now owned or hereafter acquired, and wherever located (whether or not in the possession or control of Seller), including all of its right, title and interest in, to and under each asset in the Asset Interest and each of the following, in each case, whether now owned or existing, hereafter arising, acquired or originated, or in which the Seller now or hereafter has any rights, and wherever so located (whether or not in the possession or control of Seller) and all proceeds of any of the foregoing (collectively, the “ Collateral ”):

(I) all Receivables;

(II) the Related Security;

(III) the Related Assets;

(IV) the Collections;

(V) all Accounts;

(VI) all Chattel Paper;

(VII) all Contracts;

(VIII) all Deposit Accounts;

(IX) all Documents;

(X) all Payment Intangibles;

(XI) all General Intangibles;

(XII) all Instruments;

(XIII) all Inventory;

(XIV) all Investment Property;

(XV) all letter of credit rights and supporting obligations;

(XVI) all other assets in the Asset Interest, all rights, interests, remedies and privileges of the Seller relating to any of the foregoing (including the right to sue for past, present or future infringement of any or all of the foregoing);

(XVII) the Sale Agreement and all rights and remedies of the Seller thereunder;

(XVIII) each lock-box account or other bank account of the Seller including any related lock-box and all amounts, items, instruments or other property on deposit therein; and

(XIX) to the extent not otherwise included, all products and “proceeds” (as defined in the UCC) of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing including insurance proceeds), products, distributions (whether in money, securities or other property) and collections from or with respect to any of the foregoing.

Seller hereby authorizes the filing of financing statements, including those filed under Section 8.3(d) , describing the collateral covered thereby as “all of debtor’s personal property and assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 9.1 . This Agreement shall constitute a security agreement under applicable Law.

SECTION 9.2 Further Assurances . The provisions of Section 8.5 shall apply to the security interest granted, and to the assignment effected, under Section 9.1 as well as to the Purchases, Reinvestments and the Asset Interest hereunder.

ARTICLE X

EVENTS OF DEFAULT

SECTION 10.1 Events of Default . The following events shall be “ Events of Default ” hereunder (unless they are waived in accordance with the terms of this Agreement):

(a) Any of the following events:

(i) Seller, Servicer, Originator or Performance Guarantor shall fail to perform or observe any term, covenant or agreement as and when required hereunder or under any other Transaction Document (other than as referred to in clauses (ii) , (k) or (s) below) and such failure shall remain unremedied for ten (10) Business Days following written notice thereof or Seller, Servicer, Originator or Performance Guarantor otherwise having knowledge thereof;

(ii) any of the following shall occur: (A) Seller, Performance Guarantor, Servicer or Originator shall fail to make any payment or deposit or transfer of principal to be made by it hereunder or under any other Transaction Document as and when due (including with respect to a repayment of any draw on a Letter of Credit), (B) Seller, Performance Guarantor, Servicer or Originator shall fail to make any payment or deposit or transfer other than of principal to be made by it hereunder or under any other Transaction Document as and when due or (C) Seller or Servicer, as applicable, shall breach Section 7.1(h) , 7.1(l)(ii) , 7.3(c)(ii) , 7.3(d) , 7.3(f) , 7.4(g) , 7.6(c)(ii) or 7.6(e) or fail to deliver any Information Package when due and, in each case, such breach shall continue for two (2) Business Days; or

(b) any representation or warranty made or deemed to be made by Seller, Servicer, Performance Guarantor or Originator under or in connection with any Transaction Document (other than those set forth in Section 10.1(e) below for which no grace period shall apply), any Information Package, other information delivered pursuant to Section 3.1(a) or any other information or report delivered by any such Person pursuant hereto or pursuant to such other Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made or delivered, and, if capable of cure, such representation or warranty, or such information or report, shall continue to be incorrect or untrue for five (5) Business Days;

(c) (i) Seller shall fail to pay any principal of or premium or interest on any Debt, or (ii) Servicer, Originator, Performance Guarantor, MPI or any Material Subsidiary of MPI or Performance Guarantor shall fail to pay any principal of or premium or interest on any Debt that, in the aggregate, constitutes Material Indebtedness (other than Swap Documents), in any such case referred to in clause (i) or this clause (ii) , when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such Debt or (iii) an “early termination date” (or equivalent event) shall occur under any Swap Agreement resulting from any event of default or “termination event” under such Swap Agreement as to which the Servicer, Originator, Performance Guarantor, MPI or any Material Subsidiary of MPI or Performance Guarantor is the “defaulting party” or “affected party” (or equivalent term) and, in either event, the termination value with respect to any such Swap Agreement owed by the Servicer, Originator, Performance Guarantor, MPI or any Material Subsidiary of MPI or Performance Guarantor as a result thereof is greater than $100,000,000, and such party fails to pay such termination value when due after applicable grace periods; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue

after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or, with the giving of notice to permit the acceleration of, the maturity of such Debt (or the termination of any undrawn commitment under any contractual obligation pursuant to which any such Debt could otherwise have been incurred); or any such Debt shall be declared to be due and payable, or required to be prepaid or otherwise accelerated (other than by a regularly scheduled prepayment), prior to the stated maturity thereof;

(d) an Event of Bankruptcy shall have occurred with respect to Seller, Originator, Servicer, Performance Guarantor, MPI or any Material Subsidiary of MPI or Performance Guarantor;

(e) (i) the occurrence of any litigation, or any development has occurred in any litigation to which Seller, Servicer, Performance Guarantor, MPI or Originator is a party (including derivative actions), arbitration proceedings or proceedings of any other Governmental Authority which, (x) with respect to Servicer, Performance Guarantor, MPI or Originator, in any case, individually or in the aggregate, has a Material Adverse Effect (determined without giving effect to clause (d) of such definition of “Material Adverse Effect”) and (y) with respect to the Seller could, individually or in the aggregate, have a Material Adverse Effect or result in any judgment, individually or in the aggregate, that could reasonably be expected to exceed $10,000 or the economic equivalent thereof, or (ii) the representations and warranties in Sections 6.1(f) , 6.1(i) , 6.1(j) , 6.1(t) , 6.2(f) , 6.2(i) or 6.2(t) shall not be true at any time;

(f) the average of the Default Ratios for the three preceding Settlement Periods shall at any time exceed 0.5%;

(g) the average of the Dilution Ratios for the three preceding Settlement Periods shall at any time exceed 7.5%;

(h) the average of the Delinquency Ratios for the three preceding Settlement Periods shall at any time exceed 0.5%;

(i) on any Reporting Date or on any date the Servicer, MPI, Seller, Originator, Performance Guarantor or any Affiliate has actual knowledge thereof, either (i) the sum of the aggregate Purchasers’ Total Investment and the Required Reserves exceeds the Net Pool Balance, or (ii) Purchasers’ Total Investment exceeds the Purchasers’ Total Commitment and, in either case, such event has not been cured within two (2) Business Days;

(j) (i) a Change of Control shall occur or (ii) Originator shall at any time cease to own or control all notes or other evidences of debt of Seller to Originator in respect of any unpaid purchase price of Receivables;

(k) (A) Agent, for the benefit of Purchasers, fails at any time to have a valid and perfected first priority ownership interest or first priority perfected security interest in the Collateral (or any portion thereof) or (B) Seller or Servicer, as applicable, shall fail to comply with the covenants contained in Sections 7.3(a) or 7.6(a) ;

(l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect or in the imposition of a Lien or security interest on any assets of the Performance Guarantor, Seller, Originator, MPI or any Subsidiary under Sections 401(a)(29) or 430(k) of the Code or under Section 4068 of ERISA.

(m) (i) any Purchaser or (ii) Originator, Performance Guarantor or MPI, shall be required to register as an investment company within the meaning of the Investment Company Act;

(n) MPI, Originator, Servicer or Seller fails to cooperate in Agent’s assumption of exclusive control of the lock-boxes subject to any Lock-Box Agreement or Agent is unable to obtain exclusive control thereof in accordance with Section 8.4(b) and such Lock-Box Agreements;

(o) any Transaction Document shall cease to be the valid and binding obligation enforceable against Servicer, Seller, Performance Guarantor or Originator, as applicable;

(p) any Credit Agreement Default has occurred, unless waived in accordance with the terms of the Credit Agreement, solely as long as such waiver is granted at a time that Agent and each Purchaser Agent are then party to the Credit Agreement;

(q) any failure by Performance Guarantor to comply with the Financial Covenants and for which any applicable grace period set forth in the Credit Agreement with respect thereto has expired;

(r) Seller shall fail to comply with Sections 7.8(a)(iii) or 7.8(b)(x) ;

(s) Seller shall fail to pay in full all of its obligations to Agent and the Purchasers hereunder and under each other Transaction Documents on or prior to the Legal Final;

(t) any Letter of Credit is drawn upon and is not fully reimbursed in accordance with the terms hereof and of such Letter of Credit (including, if applicable, with the proceeds of any deemed Funded Purchase) within two (2) Business Days from the date of such draw;

(u) one or more final, non-appealable judgments for the payment of money, (i) with respect to Seller, in excess of $10,000 or (ii) with respect to MPI, Originator, the Servicer, the Performance Guarantor, any Subsidiary of MPI or any combination thereof, in excess of $100,000,000 in the aggregate (to the extent due and payable and not covered by indemnification by a third party or insurance as to which the relevant insurance company has not denied coverage), in either case, shall be rendered against any of the Seller, Originator, the Servicer, the Performance Guarantor, any Subsidiary of MPI or Performance Guarantor or any combination thereof and the same shall remain unpaid or undischarged for a period of thirty (30) consecutive days during which execution shall not be paid, bonded or effectively stayed; or

(v) if the Performance Guaranty is canceled, rescinded, amended or modified without the prior written consent of Agent.

SECTION 10.2 Remedies .

(a) In General; Waiver . After the occurrence of an Event of Default that has not been waived in accordance with the terms of this Agreement, Agent, on behalf of the Secured Parties, shall have, with respect to the Collateral granted pursuant to Section 9.1 , and in addition to all other rights and remedies available to any Secured Party under this Agreement and the other Transaction Documents or other applicable Law, all the rights and remedies of a secured party upon default under the UCC. To the fullest extent it may lawfully so agree, Seller agrees that it will not at any time insist upon, claim, plead, or take any benefit or advantage of any appraisal, valuation, stay, extension, moratorium, redemption or similar Law now or hereafter in force in order to prevent, delay, or hinder the enforcement hereof or the absolute sale of any part of the Collateral; Seller for itself and all who claim through it, so far as it or they now or hereafter lawfully may do so, hereby waives the benefit of all such Laws and all right to have the Collateral marshalled upon any foreclosure hereof, and agrees that any court having jurisdiction to foreclose this Agreement may order the sale of the Collateral in its entirety. Without limiting the generality of the foregoing, Seller hereby (i) authorizes Agent (on behalf of the Secured Parties) in its sole discretion and without notice to or demand upon Seller and without otherwise affecting the rights and obligations of Seller hereunder, from time to time to take and hold other collateral from other Persons (in addition to the Collateral) for payment of any obligations of Seller hereunder or under any other Transaction Document, or any part thereof, and to exchange, enforce or release such other collateral or any thereof, and to accept and hold any endorsement or Guaranty of payment of its obligations hereunder or under any other Transaction Document or any part thereof, and to release or substitute any endorser or guarantor or any other Person granting security for or in any other way obligated upon any such obligation or any part thereof, and (ii) waives and releases any and all right to require Agent to collect any of such obligations from any specific item or items of the Collateral or from any other party liable as guarantor or in any other manner in respect of any of such obligations or from any collateral (including, without limitation, the Collateral) for any of such obligations.

(b) Optional Liquidation . Upon, or anytime after, the occurrence of an Event of Default that has not been waived in accordance with the terms of this Agreement (other than an Event of Default described in subsection (d) of Section 10.1 ), Agent shall, at the request, or may with the consent, of the Required Purchaser Agents, by notice to Seller and Servicer declare the Purchase Termination Date to have occurred and the Liquidation Period to have commenced and shall have all of the remedies set forth in Section 9.3 or otherwise herein or in equity or at Law.

(c) Automatic Liquidation . Upon the occurrence of an Event of Default described in subsection (d) of Section 10.1 , the Purchase Termination Date shall occur and the Liquidation Period shall commence automatically.

(d) Remedies . Upon, or at any time after, the declaration or automatic occurrence of the Purchase Termination Date pursuant to this Section 10.2 , no Purchases or Reinvestments thereafter will be made. Upon the declaration or automatic occurrence of the Purchase Termination Date pursuant to this Section 10.2 , Agent, on behalf of the Secured Parties, each Enhancement Provider, each Purchaser and each Liquidity Provider shall have, in addition to all other rights and remedies under this Agreement, any other Transaction Document or otherwise, (i) all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable Laws (including all the rights and remedies of a secured party upon default under the UCC (including the right to sell any or all of the Collateral subject hereto)) and (ii) all rights and remedies with respect to the Collateral granted pursuant to Section 9.1 , all of which rights shall be cumulative.

(e) Specific Remedies . (i) Without limiting Section 10.2(c) or any other provision herein or in any other Transaction Document, the parties hereto agree that the terms of this Section 10.2(e) are agreed upon in accordance with Section 9-603 of the New York UCC, that they do not believe the terms of this Section 10.2(e) to be “manifestly unreasonable” for purposes of Section 9-603 of the New York UCC, and that compliance therewith shall constitute a “commercially reasonable” disposition under Section 9-610 of the New York UCC, and further agree as follows:

(ii) After the occurrence of the Purchase Termination Date, Agent and Secured Parties shall have all rights, remedies and recourse granted in any Transaction Document and any other instrument executed to provide security for or in connection with the payment and performance of the Obligations or existing at common Law or equity (including specifically those granted by the New York UCC and the UCC of any other state which governs the creation or perfection (and the effect thereof) of any security interest in the Collateral), and such rights and remedies: (A) shall be cumulative and concurrent; (B) may be pursued separately, successively or concurrently against Seller, Servicer, Originator and any other party obligated under the Obligations, or any of such Collateral, or any other security for the Obligations, or any of them, at the sole discretion of Agent, on behalf of Secured Parties; (C) may be exercised as often as occasion therefor shall arise, it being agreed by Seller, Servicer, Originator and any other party obligated under the Obligations that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (D) are intended to be and shall be, non-exclusive. For the avoidance of doubt, with respect to any disposition of the Collateral or any part thereof (including any purchase by Agent, any Secured Party, or any Affiliate of any of them) in accordance with the terms of this Section 10.2 for consideration which is insufficient, after payment of all related costs and expenses of every kind, to satisfy the Obligations, (1) such disposition shall not act as, and shall not be deemed to be, a waiver of any rights by Agent or Secured Parties and Agent on behalf of the Secured Parties shall have a claim for such deficiency and (2) Agent shall not be liable or responsible for any such deficiency.

Upon the declaration or automatic occurrence of the Purchase Termination Date pursuant to Section 10.2(b) or Section 10.2(c) , Agent, on behalf of the Secured Parties,

shall have the right, in accordance with this Section 10.2(e) , to dispose of the Collateral or any part thereof upon giving at least ten (10) days’ prior notice to Seller and Servicer of the time and place of disposition, for cash or upon credit or for future delivery, with Seller, Servicer, Originator and each party obligated under the Obligations hereby waiving all rights, if any, to require Agent or any other Person to marshal the Collateral and any other security for the Obligations, and Agent, acting with the consent of the Required Purchaser Agents may or, at their direction, shall for the benefit of the Secured Parties:

(I) dispose of the Collateral or any part thereof at a public disposition;

(II) dispose of the Collateral or any part thereof at a private disposition, in which event such notice shall also contain a summary of the material terms of the proposed disposition, and Seller shall have until the time of such proposed disposition during which to redeem the Collateral or to procure a Person willing, ready and able to acquire the Collateral on terms at least as favorable to Seller and the Secured Parties, and if such an acquirer is so procured, then Agent shall dispose of the Collateral to the acquirer so procured;

(III) dispose of the Collateral or any part thereof in bulk or parcels;

(IV) dispose of the Collateral or any part thereof to any Secured Party or any Affiliate thereof at a public disposition;

(V) at a public disposition, bid for and acquire, unless prohibited by applicable Law, free from any redemption right, the Collateral or any part thereof, and, if Secured Parties are then the holders of any Obligations or any participation or other interest therein, in lieu of paying cash therefor, Agent on behalf of Secured Parties may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in such order and manner as Agent on behalf of Secured Parties, in its discretion, may deem advisable and as permissible and required under the Transaction Documents. Agent for the benefit of Secured Parties, upon so acquiring the Collateral or any part thereof shall be entitled to hold or otherwise deal with or dispose of the same in any manner not prohibited by applicable Law; or

(VI) enforce any other remedy available to Agent on behalf of Secured Parties at Law or in equity.

From time to time Agent may, but shall not be obligated to, postpone the time and change the place of any proposed disposition of any of the Collateral for which notice has been given as provided above and may retain the Collateral until such time as the

proposed disposition occurs if, in the sole discretion of Agent, such postponement or change is necessary or appropriate in order that the provisions of this Agreement applicable to such disposition may be fulfilled or in order to obtain more favorable conditions under which such disposition may take place. For the avoidance of doubt, to the extent permitted by Law, Agent shall not be obligated to make any disposition of the Collateral or any part thereof notwithstanding any prior notice of a proposed disposition. No demand, advertisement or notice, all of which are hereby expressly waived by the Seller, Servicer, Originator and each party obligated under the Obligations to the extent permitted by Law, shall be required in connection with any disposition of the Collateral or any part thereof, except for the notice described in this clause (ii) .

In case of any disposition by Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Agent, on behalf of Secured Parties, the Collateral so disposed may be retained by Agent for the benefit of Secured Parties until the disposition price is paid by the purchaser, but neither Agent nor Secured Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so disposed. In case of any such failure, such Collateral so disposed may be again disposed.

After deducting all reasonable out-of-pocket and documented costs or expenses of every kind (including the reasonable attorneys’ fees and legal expenses incurred by Agent or Secured Parties, or both), Agent shall apply the net proceeds of any disposition or dispositions, if any, to pay the principal of and interest upon the Obligations in such order and manner as Agent in its discretion may deem advisable and as permissible and required under the Transaction Documents. The excess, if any, shall be paid to Seller in accordance with the Transaction Documents. Neither Agent nor Secured Parties shall incur any liability as a result of the dispositions of the Collateral at any private or public disposition that complies with the provisions of this Section 10.2(e) .

Notwithstanding a foreclosure upon any of the Collateral or exercise of any other remedy by Agent on behalf of Secured Parties in connection with any Purchase Termination Date, none of Seller, Servicer, Originator or Performance Guarantor shall be subrogated thereby to any rights of Agent for the benefit of Secured Parties against the Collateral or any other security for the Obligations, nor shall Seller, Servicer, Originator or Performance Guarantor be deemed to be the owner of any interest in any Obligations, or exercise any rights or remedies with respect to itself or any other party until the Obligations have been paid to Agent for the benefit of the Secured Parties and are fully and indefeasibly performed and discharged.

Agent shall have no duty to prepare or process the Collateral for disposition.

ARTICLE XI

AGENT; CERTAIN RELATED MATTERS

SECTION 11.1 Authorization and Action of each Purchaser Agent . By its execution hereof, in the case of each LOC Issuer, each Conduit Purchaser and Committed

Purchaser, and by accepting the benefits hereof, in the case of each Enhancement Provider or Liquidity Provider, each such party hereby designates and appoints its related Purchaser Agent to take such action as agent on its behalf and to exercise such powers as are delegated to such Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Each Purchaser Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement or any other Transaction Document and any related agreements and documents.

SECTION 11.2 Authorization and Action of Agent . By its execution hereof, in the case of each Conduit Purchaser, Committed Purchaser and Purchaser Agent, and by accepting the benefits hereof, in the case of each Enhancement Provider or Liquidity Provider, each such party hereby designates and appoints BTMUNY as the Agent to take such action as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement or any other Transaction Document and any related agreements and documents.

SECTION 11.3 Delegation of Duties . Agent may execute any of its duties through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible to any Purchaser or any other Person for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.

SECTION 11.4 Agency Termination . The appointment and authority of the Agent hereunder shall terminate upon the later of (a) the payment to (i) each Purchaser, each LOC Issuer and Purchaser Agent of all amounts owing to such parties under the Transaction Documents and (ii) the Agent of all amounts due under the Transaction Documents and (b) the occurrence of the Commitment Termination Date for all Purchasers.

SECTION 11.5 Successor Agent . The Agent may, upon at least five (5) Business Days notice to the Seller, each LOC Issuer and each Purchaser and Purchaser Agent, resign as Agent. Such resignation shall not become effective until a successor agent is appointed by the Required Purchaser Agents and has accepted such appointment. Upon such acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Transaction Documents.

SECTION 11.6 Indemnification . Each Purchaser and each LOC Issuer shall indemnify and hold harmless the Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller, the Servicer or the Originator and without limiting the obligation of the Seller, the Servicer or the Originator to do so), ratably in accordance with the Commitment of its related Committed Purchaser or if such Commitment has expired or been terminated, the then current Investment of such Group from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees), including attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes that may at any time be imposed on, incurred by or asserted against the Agent for such Person as a result of, or related to, any of the transactions contemplated by the

Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements to the extent resulting solely from the gross negligence or willful misconduct of the Agent or such Person as finally determined by a court of competent jurisdiction).

SECTION 11.7 Limited Liability of Purchasers, Purchaser Agents and Agent . The obligations of Agent, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each LOC Issuer and each agent for any Purchaser under the Transaction Documents are solely the corporate obligations of such Person. Except with respect to any claim to the extent arising out of the willful misconduct or gross negligence of Agent, any Purchaser, any Purchaser Agent, any Enhancement Provider, any Liquidity Provider, any LOC Issuer or any agent for any Purchaser or Global Securitization Services LLC (including with respect to the servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 8.1 ), no claim may be made by MPI, Seller, Servicer, Performance Guarantor, Originator or any other Person against Agent, any Purchaser, any Purchaser Agent, any Enhancement Provider, any Liquidity Provider, any LOC Issuer or any agent for any Purchaser or their respective Affiliates, directors, members, managers, officers, employees, attorneys or agents, including Global Securitization Services LLC and BTMUNY, for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection therewith; and each of Seller, Servicer, and Originator hereby waives, releases, and agrees not to sue upon any claim for any such damages not expressly permitted by this Section 11.2 , whether or not accrued and whether or not known or suspected to exist in its favor. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary: (i) in no event shall Agent ever be required to take any action which exposes it to personal liability or which is contrary to the provision of any Transaction Document or applicable Law and (ii) Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any party hereto or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or the other Transaction Documents or otherwise exist against Agent. In performing its functions and duties hereunder, Agent shall act solely as the agent of the Purchasers and the other Secured Parties, as applicable, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for Seller, Originator, Performance Guarantor or Servicer or any other Person.

SECTION 11.8 Reliance, Etc. Without limiting the generality of Section 11.2 , each of Agent, any Enhancement Provider and any Liquidity Provider: (a) may consult with legal counsel (including counsel for Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to any Purchaser or any such other holder for any statements, warranties or representations made by other Persons in or in connection with any Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of Seller or to

inspect the property (including the books and records) of Seller; (d) shall not be responsible to any Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 11.9 Purchasers and Affiliates . Any Purchaser, any Purchaser Agent, Agent and any of their respective Affiliates may generally engage in any kind of business with Seller, Originator, Servicer, Performance Guarantor, MPI or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of Seller, Originator, Servicer, Performance Guarantor, MPI or any Obligor or any of their respective Affiliates, all as if such Purchaser was not a Purchaser, such Purchaser Agent was not a Purchaser Agent and BTMUNY were not Agent, respectively, and without any duty to account therefor to any Purchaser or any other holder of an interest in Pool Receivables.

ARTICLE XII

INDEMNIFICATION

SECTION 12.1 Indemnities by Seller .

(a) General Indemnity . Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 12.1(b) and 13.5 , Seller hereby agrees to indemnify and hold harmless each of Agent, each Purchaser, each Purchaser Agent, each Enhancement Provider, each Liquidity Provider, each LOC Issuer, each other Affected Party, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, members, managers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “ Indemnified Party ”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any Cash Collateral Account, the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance or funding, directly or indirectly, of the Asset Interest (or any part thereof), the issuance of or drawing on any Letter of Credit, or in respect of or related to any Collateral including any Receivable or any Related Assets or otherwise arising out of or relating to or in connection with the actions of Seller, Originator, Performance Guarantor, MPI, Servicer or any Affiliate of any of them, provided , however , notwithstanding anything to the contrary in this Article XII , Indemnified Amounts shall be excluded solely to the extent (x) as a result of the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction and (y) they constitute recourse with respect to a Pool Receivable

by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Seller shall indemnify, subject to the express limitations set forth in this Section 12.1 , and hold harmless each Indemnified Party for any and all Indemnified Amounts arising out of, relating to or in connection with:

(i) the transfer by Seller or Originator of any interest in any Pool Receivable other than the transfer of any Pool Receivable and Related Assets to Agent and any Purchaser pursuant to this Agreement, to Agent and to Seller pursuant to the Sale Agreement and the grant of a security interest to Agent pursuant to this Agreement and to Seller pursuant to the Sale Agreement;

(ii) any representation or warranty made by Seller, Performance Guarantor, Originator or Servicer (or any of their respective officers or Affiliates) under or in connection with any Transaction Document, any Information Package or any other information or report delivered by or on behalf of Seller pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made;

(iii) the failure of Seller, Originator, MPI, Performance Guarantor or Servicer to comply with the terms of any Transaction Document or any applicable Law (including with respect to any Pool Receivable or Related Assets), or the nonconformity of any Pool Receivable or Related Assets with any such Law;

(iv) the lack of an enforceable ownership interest, or a first priority perfected Lien, in the Pool Receivables (and all Related Security) against all Persons (including any bankruptcy trustee or similar Person);

(v) any Dilution or Contractual Dilution;

(vi) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other applicable Laws with respect to any Pool Receivable as may be necessary from time to time to perfect the Seller’s or the Agent’s interest therein;

(vii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in the Receivables Pool (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(viii) any suit or claim related to the Pool Receivables or any Transaction Document (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the

subject of any Pool Receivable to the extent not covered pursuant to Section 13.5 );

(ix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Security (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied);

(x) the failure by Seller, Servicer, Performance Guarantor or Originator or any Affiliate thereof to notify any Obligor of the assignment pursuant to the terms hereof of any Pool Receivable to Agent for the benefit of Purchasers or the failure to require that payments (including any under the related insurance policies) be made directly to Agent for the benefit of Purchasers;

(xi) failure by Seller, Originator, Performance Guarantor or Servicer to comply with the “bulk sales” or analogous Laws of any jurisdiction;

(xii) any Taxes (other than Excluded Taxes) imposed upon any Indemnified Party or upon or with respect to the Pool Receivables, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same, which Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of any Pool Receivables (or of any interest therein) or Related Assets or any goods which secure any such Pool Receivables or Related Asset;

(xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous taxes or the failure by Seller, Originator, Performance Guarantor or Servicer to timely collect and remit to the appropriate authority any such taxes;

(xiv) any commingling of any Collections by Seller, Originator, Performance Guarantor or Servicer relating to the Pool Receivables with any of their funds or the funds of any other Person;

(xv) any failure by Seller, Originator, Performance Guarantor or Servicer to perform its duties or obligations in accordance with the provisions of the Transaction Documents;

(xvi) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or

(xvii) any inability of Originator or Seller to assign any Receivable or other Related Asset as contemplated under the Transaction Documents; or the violation or breach by Originator, Seller, Servicer, Performance Guarantor or any

of their respective Affiliates of any confidentiality provision, or of any similar covenant of non-disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach.

(b) Seller shall indemnify and hold harmless each LOC Issuer (including any related confirming bank), each Purchaser, Agent and each Purchaser Agent and their respective Affiliates that have issued or participated in a Letter of Credit, upon demand, from and against any and all liabilities, obligations, claims, damages, taxes, penalties, actions, judgments, suits, losses, costs, charges, expenses (including reasonable attorneys fees) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Person, directly or indirectly, or otherwise arising out of or relating to or in connection with this Agreement, any other Transaction Document, any Cash Collateral Account or any Letter of Credit issued in connection therewith, provided only that any such Person shall not be entitled under this paragraph to receive indemnification for that portion if any, of any liabilities and costs to the extent such liabilities and costs are caused by its own individual gross negligence or wilful misconduct, as determined in a final non-appealable judgment by a court of competent jurisdiction.

(c) Contest of Tax Claim; After-Tax Basis . If any Indemnified Party shall have notice of any attempt to impose or collect any Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xi) or (xii) , such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge. Indemnification in respect of such tax, governmental fee or charge shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Indemnified Party.

(d) Contribution . If for any reason the indemnification provided above in this Section 12.1 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Seller on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

SECTION 12.2 Indemnity by Servicer . Without limiting any other rights which any such Person may have hereunder or under applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of

them and arising out of, relating to or in connection with: (i) any breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder, under any other Transaction Document or in any certificate or statement delivered pursuant hereto or to any other Transaction Document, including any Information Package, when such representation or warranty was made or deemed made; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other written information provided to any such Indemnified Party by, or on behalf of, Servicer (in any capacity) to be true and correct when such information was provided; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Receivable or any Related Asset; (v) the failure by Servicer (in any capacity) to comply with any applicable Law, rule or regulation with respect to any Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to the Collateral with any of its funds or the funds of any other Person.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1 Amendments, Etc . No amendment, modification or waiver of any provision of this Agreement nor consent to any departure by Seller or Servicer therefrom shall in any event be effective unless the same shall be in writing and signed by Seller, Agent, Servicer, and the Required Purchaser Agents, each LOC Issuer and, if such amendment, modification or waiver affects the obligations of the Performance Guarantor, the Performance Guarantor consents in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or modification shall (i) decrease the outstanding amount of, or extend the repayment of or any scheduled payment date for the payment of, any Yield in respect of Purchasers’ Total Investment or any fees owed to any Purchaser or Agent without the prior written consent of such Purchaser or Agent; (ii) forgive or waive or otherwise excuse any repayment of Purchasers’ Total Investment without the prior written consent of each Purchaser and the related Purchaser Agent affected thereby; (iii) increase the Commitment of any Purchaser without its prior written consent; (iv) amend or modify the ratable share of any Committed Purchaser’s Commitment or its percentage of the Purchasers’ Total Commitment without such Committed Purchaser’s prior written consent; (v) amend or modify the provisions of this Section 13.1 , Section 10.1 or the definition of “Defaulted Receivable”, “Eligible Receivable”, “Required Purchasers”, “Required Purchaser Agents”, “Net Pool Balance”, “Receivable” “Related Asset”, “Required Reserve” or any of the definitions used in such definition, “Specified Concentration Percentage” (other than any permitted changes contemplated by the definition thereof), “Termination Event” or “Yield Period” or any of the definitions used in any such definition, in each case without the prior written consent of all Purchasers adversely affected or potentially adversely affected that have a Commitment and their related Purchaser Agent; (vi) waive any Termination Event without the prior written consent of each Purchaser and the related Purchaser Agent; (vii) release all or substantially all of the Collateral or release or waive any obligation of the Performance Guarantor without the prior written consent of each Purchaser and the related Purchaser Agent; or (viii) amend, waive or

modify any definition or provision expressly requiring the consent of the Required Purchasers without the prior written consent of each Purchaser and the related Purchaser Agent, and, in the case of any amendment, by the other parties thereto; and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , further , that the consent of Seller and Servicer shall not be required for the effectiveness of any amendment which modifies on a prospective basis, the representations, warranties, covenants or responsibilities of Servicer at any time when Servicer is not MPI or an Affiliate of MPI or a successor Servicer is designated by Agent through a Successor Notice. Notwithstanding anything in any Transaction Document to the contrary, until the Final Payout Date none of Seller or Servicer shall (and shall not permit the Performance Guarantor to) amend, waive or otherwise modify any other Transaction Document, or consent to any such amendment or modification, without the prior written consent of Agent, the Required Purchaser Agents.

SECTION 13.2 Notices, Etc . All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized overnight courier or by certified mail, first class postage prepaid, or by facsimile or email, to the intended party at the address, facsimile number or email address of such party set forth in Schedule 13.2 or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (b) if transmitted by facsimile or email, when receipt is confirmed by telephonic or electronic means. The Agent hereby acknowledges and agrees to deliver any material written notice it receives from the Seller, Servicer, MPI or Performance Guarantor required to be delivered to Agent hereunder or under any other Transaction Document to each Purchaser Agent promptly upon its receipt thereof.

SECTION 13.3 Successors and Assigns; Participations; Assignments .

(a) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as otherwise provided herein, neither Seller nor MPI, individually or as Servicer, may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior consent of Agent, LOC Issuer and the Purchaser Agents.

(b) Participations . Any Purchaser may sell to one or more Persons (each a “ Participant ”) a participating interest in the interests of such Purchaser hereunder; provided , however , that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and Seller, Servicer, LOC Issuer and Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers.

(c) Assignments . All or any portion of each Purchaser’s rights or obligations hereunder (including each Purchase made by it hereunder) or in any other Transaction Document and all or any portion of each such Purchaser’s interest in the Asset Interest shall be freely assignable by such Purchaser and its successors and assigns to (i) (A) any Liquidity Provider or any Enhancement Provider, (B) any other LOC Issuer, Purchaser or any of their Affiliates or (C) any Person managed by any other Purchaser or any of its Affiliates, in each case with (x) the prior written consent of Agent unless to a Purchaser or other related party and (y) prior written notice to Seller or (ii) any other Person with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); it being understood that such consent of Seller shall not be required following the occurrence of any Event of Default.

(d) For the avoidance of doubt, each LOC Issuer may assign its interest hereunder with the consent of the Seller (such consent not to be unreasonably withheld, conditional or delayed, provided , such consent shall not be required for any assignment to any Committed Purchaser, any other LOC Issuer, or any of their respective Affiliates or at any time during the existence of any Event of Default).

(e) Opinions of Counsel . If requested by Agent or an assigning Purchaser or related Purchaser Agent or necessary to maintain the ratings of any Conduit Purchaser’s Commercial Paper Notes, each assignment agreement or transfer supplement, as the case may be, must be accompanied by an opinion of counsel of the assignee as to such matters as Agent or such Purchaser or the related Purchaser Agent may reasonably request.

SECTION 13.4 No Waiver; Remedies . No failure on the part of Agent, any Liquidity Provider, any Enhancement Provider, any LOC Issuer, any Affected Party, any Purchaser, any Purchaser Agent, any other Indemnified Party, any other Secured Party or any other holder of the Asset Interest (or any portion thereof) to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the foregoing, each Purchaser, each Purchaser Agent, BTMUNY, individually and as Agent, each Enhancement Provider, each Liquidity Provider, each LOC Issuer and any of their Affiliates (the “ Set-off Parties ”) are each hereby authorized by Servicer and Seller at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing to, any such Set-off Party to or for the credit to the account of Servicer or Seller, as applicable, against any and all obligations of Servicer or Seller, as applicable, now or hereafter existing under this Agreement or any other Transaction Document, to any Affected Party, any Indemnified Party or any other Secured Party; provided , that Servicer or Seller, as applicable, shall be notified by the applicable set-off party concurrently with or prior to any such setoff.

SECTION 13.5 Binding Effect; Survival .

(a) This Agreement shall be binding upon and inure to the benefit of Seller, Servicer, Agent, each Purchaser, each LOC Issuer and their respective successors and permitted assigns, and the provisions of Section 4.2 and Article XII shall inure to the benefit of the Affected Parties, the Secured Parties and the Indemnified Parties, respectively, and in each case, their respective successors and permitted assigns.

(b) Each Liquidity Provider, each Enhancement Provider and each other Secured Party are express third party beneficiaries hereof. This Agreement shall not confer any rights or remedies upon any other Person, other than the third party beneficiaries specified in this Section 13.5(b) .

(c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Final Payout Date. The rights and remedies with respect to any breach of any representation and warranty made by Seller pursuant to Article VI and the indemnification and payment provisions of Article XII and Sections 1.2(e) , 3.2 , 3.3 , 4.1 , 4.2 , 4.3 , 13.4 , 13.5 , 13.6 , 13.7 , 13.12 and 13.14 shall be continuing and shall survive any termination of this Agreement.

SECTION 13.6 Costs, Expenses and Taxes . In addition to its obligations under Article XII, Seller agrees to pay on demand:

(a) all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of Agent, each Liquidity Provider, each Enhancement Provider, each LOC Issuer, each Purchaser, each Purchaser Agent each other Secured Party and their respective Affiliates in connection with:

(i) the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and any amendment of or consent or waiver under any of the Transaction Documents (whether or not consummated) including accountants’, auditors’, consultants’ and attorneys’ fees of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel) and expenses to any of such Persons and the fees and charges of any nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing; and

(ii) subject to the limitations set forth in Sections 7.1(c) and 7.4(c) , the administration of this Agreement and the other Transaction Documents and the transactions contemplated thereby, including all expenses and accountants, consultants, and attorneys’ fees incurred in connection with the administration and maintenance of this Agreement and the other Transaction Documents and the transactions contemplated thereby; and

(b) all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of Agent, each Liquidity Provider, each Enhancement Provider, each LOC Issuer, each Purchaser, each Purchaser Agent each other Secured Party and their

respective Affiliates in connection with the enforcement of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including accountants’, auditors’, consultants’ and attorneys’ fees and expenses (which for the avoidance of doubt shall not be limited to a single counsel but shall be limited to a single counsel for each Purchaser Group (and if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)) to any of such Persons and the fees and charges of any nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any of the foregoing.

(c) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents.

(d) all reasonable and documented out-of-pocket expenses incurred by each LOC Issuer (including any related confirming bank) and its Purchaser Agent in connection with each Letter of Credit issued by it or the maintenance thereof, including but not limited to its customary drawing, amendment, transfer and other applicable fees and its reasonable attorneys’ fees and court costs and any costs associated with any Cash Collateral Account. If an LOC Issuer or its Purchaser Agent is enjoined or restrained from payment of any Letter of Credit or from other action related to such Letter of Credit, Seller also promises to pay reasonable attorney’s fees and court costs related to such injunction or restraint.

SECTION 13.7 No Proceedings . Seller, MPI, Servicer, each Committed Purchaser, each Purchaser Agent, each LOC Issuer and BTMUNY (individually and as Agent) (and Conduit Purchaser, with respect to proceedings against Seller), each hereby agrees that it will not institute against any Conduit Purchaser or Seller, or join any other Person in instituting against any Conduit Purchaser or Seller, any proceeding of the type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day following the last day on which all Commercial Paper Notes and other publicly or privately placed indebtedness for borrowed money (including with respect to the Seller, all obligations hereunder and under the other Transaction Documents) of such Conduit Purchaser or Seller shall have been indefeasibly paid in full; provided , however , that Agent, with the prior consent of each Purchaser Agent, may institute or join any other Person in instituting any such proceeding against Seller. The foregoing shall not limit any such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such parties.

SECTION 13.8 Confidentiality .

(a) Each party hereto acknowledges that BTMUNY, each LOC Issuer and each Purchaser regards the structure of the transactions contemplated by this Agreement to be proprietary and confidential, and each such party severally agrees that:

(i) it will not disclose without the prior consent of Agent (other than to the directors, officers, employees, auditors, counsel or affiliates (collectively,

“ representatives ”) of such party, each of whom shall be informed by such party of the confidential nature of the Program Information (as defined below) and of the terms of this Section 13.8 ), (1) any information regarding the pricing in, or copies of, this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby, (2) any information regarding the organization, business or operations of any Purchaser (including LOC Issuer) generally or the services performed by Agent for any Purchaser, or (3) any information which is furnished by Agent to such party and which is designated by Agent to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (1) , (2) and (3) is collectively referred to as the “ Program Information ”), provided that such party may disclose any such Program Information: (A) to any other party to this Agreement (and any independent attorneys, consultants and auditors of any such party so long as they are informed that such information is confidential and are under an obligation or duty to keep such information confidential) for the purposes contemplated hereby, (B) as may be requested or required by any Governmental Authority having or claiming to have jurisdiction over such party, (x) in order to comply with any Law applicable to such party or (y) subject to subsection (c) , in the event such party is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any such Program Information or (C) to any permitted assignee of such party’s rights and obligations hereunder to the extent they agree to be bound by this Section ;

(ii) it, and any Person to which it discloses such information, will use the Program Information solely for the purposes of evaluating, administering, performing and enforcing the transactions contemplated by this Agreement and making any necessary business judgments with respect thereto; and

(iii) it, and any Person to which it discloses such information, will, upon demand, return (and cause each of its representatives to return) to Agent or destroy, all documents or other written material received from Agent, as the case may be, pursuant to clauses (2) or (3) of subsection (i) above and all copies thereof made by such party which contain all Program Information.

(b) Availability of Confidential Information . This Section 13.8 shall be inoperative as to such portions of the Program Information which are or become generally available to the public or such party on a nonconfidential basis from a source other than Agent or were known to such party on a nonconfidential basis prior to its disclosure by Agent.

(c) Legal Compulsion to Disclose . In the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party shall, to the extent legally permissible, provide Agent with prompt written notice so that Agent may (for itself and on behalf of the Purchasers), so long as no Event of Default has occurred, seek a protective order or other appropriate

remedy and/or if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion. In the event that such protective order or other remedy is not obtained, or Agent (for itself and on behalf of the Purchasers) waives compliance with the provisions of this Section 13.8(c) , such party will furnish only that portion of the Program Information which (in such party’s good faith judgment) is legally required to be furnished and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information.

(d) Disclosure of Tax Treatment and Structure . Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities Laws, each party (and each employee, representative or other agent of each party) hereto may disclose to any and all Persons, without limitation of any kind, any information with respect to the United States federal income “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such parties (or their representatives) relating to such tax treatment and tax structure; provided , that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal income tax treatment or tax structure of the transactions contemplated hereby.

(e) Confidentiality of Agent and Purchasers . Each of Agent, each LOC Issuer, each Purchaser, each Purchaser Agent and each other Secured Party hereby agrees that it will not disclose the contents of this Agreement or any other Transaction Document or any other proprietary or confidential information of or with respect to MPI, Seller, Servicer, Performance Guarantor, Originator or any Obligor received by it in connection with the transactions contemplated hereby to any other Person except (a) its directors, employees, Affiliates, auditors, consultants or counsel and any nationally recognized statistical rating organization, (b) in the case of a Conduit Purchaser, (i) its Liquidity Providers, its Enhancement Providers, (ii) any rating agency rating the Commercial Paper Notes and (iii) any nationally recognized statistical rating organization as contemplated in Section 17g-5 of the 1934 Act, (c) any permitted participant or assignee of Agent or any Purchaser or (d) as otherwise required by applicable Law or order of a court of competent jurisdiction.

SECTION 13.9 Captions and Cross References . The various captions (including the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Appendix, Schedule or Exhibit are to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

SECTION 13.10 Integration . This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties

hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

SECTION 13.11 Governing Law . THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF AGENT OR ANY PURCHASER IN THE POOL RECEIVABLES OR RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 13.12 Waiver of Jury Trial . EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY .

SECTION 13.13 Consent to Jurisdiction; Waiver of Immunities . EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT :

(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT .

SECTION 13.14 Execution in Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

SECTION 13.15 No Recourse Against Other Parties . Other than as provided for in the Transaction Documents with respect to Performance Guarantor, Seller, Servicer, MPI and Originator, no recourse under any obligation, covenant or agreement of any party contained in this Agreement shall be had against any stockholder, employee, officer, director, member, manager, incorporator or organizer of such party.

SECTION 13.16 Pledge to a Federal Reserve Bank . Notwithstanding anything to the contrary set forth herein (including in Section 13.3 ), (i) each Committed Purchaser or any assignee or participant thereof or (ii) in the event that a Conduit Purchaser assigns any interest in, to and under the Asset Interest to a related Liquidity Provider or Enhancement Provider, any such Person, may at any time pledge, grant a security interest in or otherwise transfer all or any portion of its interest in the Asset Interest or under this Agreement to secure the obligations of such Person to a Federal Reserve Bank or otherwise to any other federal Governmental Authority or special purpose entity formed or sponsored by any such federal Governmental Authority, in each case without notice to or the consent of Seller or Servicer, but such pledge, grant or transfer shall not relieve any Purchaser from its obligations hereunder.

SECTION 13.17 Severability . Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 13.18 No Party Deemed Drafter . MPI, Servicer, Seller, each Purchaser, each Purchaser Agent, each LOC Issuer and Agent agree that no party hereto shall be deemed to be the drafter of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


		MYLAN PHARMACEUTICALS INC.,
		individually and as initial Servicer

		By:		/s/ Brian G. Byala
		Name: Brian G. Byala
		Title: Treasurer


		MYLAN SECURITIZATION LLC,
		as Seller

		By:		/s/ Brian G. Byala
		Name: Brian G. Byala
		Title: President

S-1


		VICTORY RECEIVABLES CORPORATION,
		as a Conduit Purchaser

		By:		/s/ David V. DeAngelis
		Name: David V. DeAngelis
		Title: Vice President


		THE BANK OF TOKYO-MITSUBISHI UFJ,
		LTD., NEW YORK BRANCH,
		as a Committed Purchaser

		By:		/s/ S. Hughes
		Name: S. Hughes
		Title: Managing Director


		THE BANK OF TOKYO-MITSUBISHI UFJ,
		LTD., NEW YORK BRANCH,
		as Purchaser Agent for the BTMU Group

		By:		/s/ Van Dusenbury
		Name: Van Dusenbury
		Title: Managing Director


		THE BANK OF TOKYO-MITSUBISHI UFJ,
		LTD., NEW YORK BRANCH,
		as Agent

		By:		/s/ Van Dusenbury
		Name: Van Dusenbury
		Title: Managing Director

		Commitment of Committed Purchaser: $75,000,000

		Commitment Termination Date: February 20, 2015

S-2


		MARKET STREET FUNDING, LLC,
		as a Conduit Purchaser

		By:		/s/ Doris J. Hearn
		Name: Doris J. Hearn
		Title: Vice President


		PNC BANK, NATIONAL ASSOCIATION,
		as Purchaser Agent for the PNC Group

		By:		/s/ William P. Falcon
		Name: William P. Falcon
		Title: Vice President


		PNC BANK, NATIONAL ASSOCIATION,
		as a Committed Purchaser and as an LOC Issuer

		By:		/s/ Tracy J. Delock
		Name: Tracy J. Delock
		Title: Senior Vice President

		Commitment of Committed Purchaser: $75,000,000

		Commitment Termination Date: February 20, 2015

		LOC Issuance Limit: $80,000,000

S-3


		SUNTRUST ROBINSON HUMPHREY INC.,
		as Purchaser Agent for the SunTrust Group

		By:		/s/ Leo Loughead
		Name: Leo Loughead
		Title: Managing Director


		SUNTRUST BANK,
		as a Committed Purchaser

		By:		/s/ Joseph Franke
		Name: Joseph Franke
		Title: Senior Vice President

		Commitment of Committed Purchaser: $75,000,000

		Commitment Termination Date: February 20, 2015

S-4


		WORKING CAPITAL MANAGEMENT CO., LP,
		as a Conduit Purchaser

		By:		/s/ Shinichi Nochiide
		Name: Shinichi Nochiide
		Title: Attorney – in – fact


		MIZUHO CORPORATE BANK, LTD.,
		as Purchaser Agent for the Mizuho Group

		By:		/s/ Bertram H. Tang
		Name: Bertram H. Tang
		Title: Authorized Signatory


		MIZUHO CORPORATE BANK, LTD.,
		as a Committed Purchaser

		By:		/s/ Bertram H. Tang
		Name: Bertram H. Tang
		Title: Authorized Signatory

		Commitment of Committed Purchaser: 75,000,000

		Commitment Termination Date: February 20, 2015

S-5

APPENDIX A

DEFINITIONS

Defined Terms . As used in this Agreement, unless the context requires a different meaning, the following terms have the meanings indicated herein below:

“ 1934 Act ” means the Securities Exchange Act of 1934.

“ Adverse Claim ” means any claim of ownership or any Lien, other than any ownership interest or Lien created under the Sale Agreement, this Agreement, any other Transaction Document, any Enhancement Agreement or any Liquidity Agreement.

“ Affected Party ” means each Purchaser, each Purchaser Agent, each Liquidity Provider, each Enhancement Provider, any administrative agent or program agent for any Conduit Purchaser or participant of any Purchaser, any Purchaser Agent, Agent, any Enhancement Provider, any Liquidity Provider, any sub-agent of Agent and any Affiliate of any of the foregoing.

“ Affiliate ” when used with respect to a Person means any other Person controlling, controlled by, or under common control with, such Person. For the purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management and policies, whether through the ownership of voting securities, by contract or otherwise.

“ Affiliate Receivable ” means any Pool Receivable the Obligor of which (a) is an Affiliate of Seller, Performance Guarantor, MPI or Originator; (b) Originator or any Affiliate of Originator, controls, directly or indirectly, 10% or more of the Voting Stock of such Person; or (c) is a Person which, together with any Affiliates of such Person, controls, directly or indirectly, 10% of the Voting Stock of Originator or MPI.

“ Agent ” is defined in the preamble .

“ Agent’s Office ” means the office of Agent at 1251 Avenue of the Americas, New York, New York 10020, Attention: Securitization Group, or such other address as shall be designated by Agent in writing to Seller, Servicer and Purchasers.

“ Agreement ” is defined in the preamble .

“ Amortizing Purchaser ” means any Exiting Purchaser or any Defaulting Purchaser for which Section 2.6(b)(ii)(A) is in effect, as applicable and as the context requires.

“ Applicable Margin ” has the meaning set forth in the Fee Letter.

“ Asset Interest ” is defined in Section 1.2(c) .

“ Bank Rate ” for any day falling in a particular Yield Period with respect to any Rate Tranche means an interest rate per annum equal to LIBO Rate for such Yield Period.

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“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Bankruptcy Laws ” bankruptcy, insolvency, reorganization, or other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Law, including the Bankruptcy Code.

“ Base Rate ” means, on any date, a fluctuating rate of interest per annum equal to the highest of:

(a) the rate of interest most recently announced by the applicable Purchaser Agent as its Prime Rate;

(b) the Federal Funds Rate for such date, plus 0.50%; and

The Base Rate is not necessarily intended to be the lowest rate of interest determined by each Purchaser Agent in connection with extensions of credit.

“ BASEL Accord ” means, the second accord adopted by the BASEL Committee on Banking Supervision (as defined below), to the extent and in the manner implemented as an applicable law, guideline or request (or any combination thereof) from any Governmental Authority (whether or not having the force of law), as such accord and any related law, guideline or request may be amended, supplemented, restated or otherwise modified, including, but not limited to, each similar and subsequent accord that may be adopted by the BASEL Committee on Banking Supervision (including, but not limited to, the proposed accord known as BASEL III) and all related laws, guidelines or requests implementing each such accord as may be adopted and amended or supplemented from time to time. As used herein, “ BASEL Committee on Banking Supervision ” means, the committee created in 1974 by the central bank governors of the Group of Ten nations. For purposes hereof “Group of Ten” shall mean the eleven countries of Belgium, Canada, France, Germany, Switzerland, the United States, Italy, Japan, the Netherlands, Sweden and the United Kingdom, which are commonly referred to as the “Group of Ten” or “G-10”, and any successor thereto.

“ BTMUNY ” is defined in the preamble .

“ Business Day ” means a day on which commercial banks in New York City are not authorized or required to be closed for business; provided , that, when used with respect to a Yield Rate or associated Rate Tranche based on LIBO Rate, “Business Day” also means any day on which banks are open for domestic and international business (including dealings in Dollar deposits) in London, England.

“ Cash Collateral Account ” means any account established and maintained in the United States by each applicable Purchaser Agent for the benefit of the related LOC Issuer and, if applicable, the Committed Purchasers in the related LOC Group into which deposits from Collections are made in accordance with the terms of this Agreement to cash collateralize

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outstanding Letters of Credit issued by such LOC Issuer in accordance with the terms of this Agreement.

“ Change of Control ” means the occurrence of any of the following:

(a) a Mylan, Inc. Change of Control shall have occurred;

(b) Originator shall at any time cease to directly own or control 100% of the Voting Stock of Seller; or

(c) Mylan, Inc. shall at any time cease to directly or indirectly own or control 100% of the Voting Stock of the Originator.

“ Closing Date ” is defined in Section 5.1 .

“ Code ” means the Internal Revenue Code of 1986.

“ Collateral ” is defined in Section 9.1 .

“ Collections ” means, with respect to any Pool Receivable, all funds which either (a) are received by Seller, Originator, MPI or Performance Guarantor, Servicer or any Affiliate or agent of any of the foregoing from or on behalf of the related Obligors in payment of any amounts owed (including purchase prices, finance charges, interest and all other charges) in respect of such Pool Receivable, or applied to such other charges in respect of such Pool Receivable, or applied to such amounts owed by such Obligors (including insurance payments that Seller or Servicer applies in the ordinary course of its business to amounts owed in respect of such Pool Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Pool Receivable and available to be applied thereon), or (b) are deemed to have been received by Seller or any other Person as a Collection pursuant to Section 3.2 (it being understood that Collections shall not refer to any Funded Purchase Price paid by any Purchaser or the amount of any Letters of Credit issued to Seller for such Purchaser’s Purchases of the Pool Receivables and Related Assets pursuant to Section 1.1 ).

“ Commercial Paper Notes ” means short-term promissory notes issued or to be issued by a Conduit Purchaser to fund its investments in accounts receivable or other financial assets.

“ Commitment ” means, with respect to a Committed Purchaser, the amount set forth below its signature to this Agreement, which amount may be increased from time to time upon prior written request of the Seller and with the written consent of the applicable Committed Purchaser and its related Purchaser Agent in their sole and absolute discretion, and which amount shall automatically be reduced to zero for any Committed Purchaser if such Committed Purchaser becomes an Exiting Purchaser on the then-current Commitment Termination Date.

“ Commitment Fee ” is defined in the Fee Letter.

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“ Commitment Termination Date ” means, for any Committed Purchaser, the “Commitment Termination Date” set forth under such Committed Purchaser’s signature block on this Agreement or any applicable joinder document.

“ Committed Purchaser ” has the meaning set forth in the preamble .

“ Committed Purchaser’s Group ” means the related Group for each Committed Purchaser.

“ Committed Purchaser’s Total Investment ” means at any time with respect to the Asset Interest and a Committed Purchaser, an amount equal to the sum of (a) the aggregate of the amounts theretofore paid to Seller by all Purchasers in such Committed Purchaser’s Group for Funded Purchases (or deemed Funded Purchases) (in cash or as a participation in a LOC Purchase) pursuant to Section 1.1 less the aggregate amount of Collections theretofore received and actually distributed to any Purchasers in such Group, and not reinvested as a Reinvestment, on account of the Investments pursuant to Section 1.3 (and not rescinded or otherwise returned or reinvested pursuant to Section 1.3 ) and (b) the LOC Exposure of such Committed Purchaser less the amounts on deposit in the Cash Collateral Account, if any, and allocated to the Committed Purchaser’s LOC Exposure; provided that the Investment of such Committed Purchaser’s Total Investement, and any fees or Yield payable with respect thereto, will be increased or decreased, as applicable, to give effect to any reallocations of participations in Letters of Credit in accordance with Section 1.6(a)(ii) .

“ Concentration Limit ” means at any time for any Obligor, the product of (i) such Obligor’s Specified Concentration Percentage and (ii) the aggregate Unpaid Balance of the Eligible Receivables at the time of determination.

“ Conduit Purchaser ” has the meaning set forth in the preamble .

“ Conduit Purchaser’s Group ” means the related Group for each Conduit Purchaser.

“ Conduit Purchaser’s Purchase Limit ” means the Commitment of the related Committed Purchaser in such Conduit Purchaser’s Group.

“ Conduit Purchaser’s Total Investment ” means at any time with respect to the Asset Interest, an amount equal to the aggregate of the amounts theretofore paid to Seller by a Conduit Purchaser for Funded Purchases (or deemed Funded Purchase) less the aggregate amount of Collections theretofore received and actually distributed to such Conduit Purchaser, and not reinvested as a Reinvestment, on account of such Purchaser’s Investment pursuant to Section 1.3 (and not rescinded or otherwise returned or reinvested pursuant to Section 1.3 ).

“ Contract ” means a contract (including any purchase order or invoice) originally between Originator and any Obligor pursuant to or under which such Obligor becomes or is obligated to make payments to Originator with respect to the sale of goods or the furnishing of related services from time to time and, for purposes of this Agreement only, which has been sold or contributed to Seller pursuant to the Sale Agreement. A “related” Contract with respect to a Pool Receivable means a Contract under which such Pool Receivable arises or which is relevant to the collection or enforcement of such Receivable.

Appendix A

Page 4

“ Contractual Dilution ” means, with respect to any Settlement Period, the aggregate dilution or similar adjustments which were actually made or otherwise incurred by the Servicer with respect to the Pool Receivables during such Settlement Period arising out of chargebacks, terms discounts, indirect rebates, direct rebates (net of any direct rebate recovery) and key promotional programs under the related Contract, marketing program related to the applicable Receivable or Obligor thereof or otherwise, as determined by the Servicer in accordance with its customary practices.

“ Contractual Dilution Estimate ” means, for any Settlement Period, the aggregate amount of dilution or similar adjustments arising out of chargebacks, terms discounts, indirect rebates, direct rebates (net of any direct rebate recovery) and key promotional programs which are customary for the Originator and specified in the related Contract or applicable marketing program related to the applicable Receivable and Obligor thereof that are expected by the Servicer to be made or otherwise incurred with respect to the then outstanding Pool Receivables as such expected dilution and similar adjustments are reflected on the books and records of the Servicer and reserved for by the Servicer, as determined in consultation with the external accountants of the Servicer and in accordance with the customary procedures established by the Servicer and such accountants.

“ Controlled Group ” means a controlled group of corporations or a group of trades or businesses (whether or not incorporated) under common control that is treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001(a)(14) of ERISA.

“ CP Rate ” means, for any period and with respect to any Rate Tranche funded by Commercial Paper Notes, the per annum rate equivalent to the weighted average cost (as determined by the applicable Purchaser Agent and which shall include commissions and fees of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper Notes maturing on dates other than those on which corresponding funds are received by a Conduit Purchaser, other borrowings by such Conduit Purchaser (other than under any Liquidity Agreement) and any other costs and expenses associated with the issuance of Commercial Paper Notes) of or related to the issuance of Commercial Paper Notes that are allocated, in whole or in part, by such Conduit Purchaser or Agent to fund or maintain such Rate Tranche (and which may be also allocated in part to the funding of other assets of such Conduit Purchaser (determined in the case of Commercial Paper Notes issued on a discount by converting the discount to an interest equivalent rate per annum ); provided , that notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, Seller agrees that any amounts payable to such Conduit Purchaser in respect of Yield for any Yield Period with respect to any Rate Tranche funded by such Conduit Purchaser at the CP Rate shall include an amount equal to the portion of the face amount of the outstanding Commercial Paper Notes issued to fund or maintain such Rate Tranche that corresponds to the portion of the proceeds of such Commercial Paper Notes that was used to pay the interest component of maturing Commercial Paper Notes issued to fund or maintain such Rate Tranche, to the extent that such Conduit Purchaser had not received payments of interest in respect of such interest component prior to the maturity date of such maturing Commercial Paper Notes (for purposes of the foregoing, the “interest component” of Commercial Paper Notes equals the excess of the face amount thereof over the net proceeds received by such Conduit Purchaser from the issuance of Commercial Paper Notes, except that if

Appendix A

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such Commercial Paper Notes are issued on an interest-bearing basis its “interest component” will equal the amount of interest accruing on such Notes through maturity).

“ Credit Agreement ” means that certain Credit Agreement, dated as of November 14, 2011, among Mylan Inc., as the borrower, Bank of America, N.A., as Administrative Agent and the other parties from time to time party thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Credit Agreement Default ” means, at any time, a “Default” as such term is defined in the Credit Agreement at such time; provided , however , that if at any time any Group does not have a member thereof as a party to the Credit Agreement as a lender thereunder (including due to termination of the Credit Agreement), “Credit Agreement Default” shall mean a “Default” set forth in the Credit Agreement (or any replacement or successor to such term) as in effect immediately prior to such member ceasing to be a party to the Credit Agreement as a lender thereunder (herein referred to as the “Deemed Credit Agreement Default Definition”); provided , further , that “Credit Agreement Default” shall include any “Default” set forth in the Credit Agreement that (a) is not a “Default” in the “Deemed Credit Agreement Default Definition” or (b) is more restrictive to the borrower thereunder and are more favorable to the lenders thereunder than the applicable “Default” set forth in the “Deemed Credit Agreement Default Definition”, in each case, regardless of whether or not any Group does not have a member thereof as a party to the Credit Agreement as a lender thereunder.

“ Credit and Collection Policy ” or “ Credit and Collection Policies ” means with respect to any Pool Receivable, Servicer’s credit and collection policies and practices, as applicable, relating to Contracts and Receivables, each as described in Schedule 6.2(m) , as such may be amended, restated, supplemented or otherwise modified in accordance with the terms of this Agreement.

“ Cut-Off Date ” means the last day of each Settlement Period.

“ Debt ” of any Person means at any date (without duplication) all of the following: (a) all obligations and Securities of, or issued by, such Person for borrowed money; (b) all obligations and Securities of, or issued by, such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations and Securities of, or issued by, such Person to pay the deferred purchase price of property or services, except trade accounts payable under normal, commercially reasonable trade terms and which arise in the ordinary course of business; (d) all obligations and Securities of, or issued by, such Person as lessee under capitalized leases; (e) all Derivatives Obligations of such Person; (f) all Off-Balance Sheet Debt of such Person and (g) all Debt as defined in the preceding clauses of this definition of, or issued by, other Persons Guarantied by, or secured by any of the revenues or assets of, such Person.

“ Deemed Collections ” is defined in Section 3.2(a) .

“ Default Ratio ” means, for any Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate Unpaid Balance of all Defaulted Receivables that first became Defaulted Receivables in such Settlement Period, plus (without duplication) any Losses (net of recoveries) incurred in such Settlement Period, and (b) the denominator of which

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is the aggregate initial Unpaid Balance of all Receivables originated during the Settlement Period six months prior to such Settlement Period.

“ Defaulted Amount ” means, with respect to any Committed Purchaser at any time, any amount required to be paid by such Committed Purchaser to Agent, any Purchaser Agent any LOC Issuer or any other Committed Purchaser hereunder or under any other Transaction Document at or prior to such time that has not been so paid as of such time, including any amount required to be paid by such Committed Purchaser to an LOC Issuer to fund such Committed Purchaser’s LOC Participation Obligations to such LOC Issuer or to any Agent or any LOC Issuer pursuant to Section 11.6 to reimburse Agent, any Purchaser Agent or such LOC Issuer for such Committed Purchaser’s ratable share of any amount required to be paid by such Committed Purchaser to Agent, any Purchaser Agent or such LOC Issuer as provided therein.

“ Defaulted Receivable ” means a Pool Receivable: (a) as to which any payment, or part thereof, remains unpaid for 91 or more days from the original due date for such payment with respect to such Pool Receivable, (b) as to which the Obligor thereof is subject to an Event of Bankruptcy that has occurred and is continuing or (c) which, consistent with the Credit and Collection Policy, has been, or should have been, written-off as uncollectible; provided , that once a Pool Receivable has been written-off as uncollectible it shall no longer be a Defaulted Receivable.

“ Defaulting Purchaser ” means any Committed Purchaser that has (a) failed to fund any portion of its Purchases or LOC Participation Obligations within two Business Days of the date required to be funded by it hereunder, (b) otherwise failed to pay over to the Agent, any Purchaser Agent or any other Purchaser any other amount required to be paid by it hereunder within two Business Days of the date when due, or (c) it or its parent company shall be deemed insolvent or take any action or be the subject of any Event of Bankruptcy or similar proceeding.

“ Delinquency Ratio ” means, for any Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate Unpaid Balance of all Delinquent Receivables that first became Delinquent Receivables in such Settlement Period, and (b) the denominator of which is the aggregate Unpaid Balance of all Receivables as of the end of the most recent Settlement Period.

“ Delinquent Receivable ” means a Pool Receivable: (a) as to which any payment, or part thereof, remains unpaid for between 61 or more days from the original due date for such payment with respect to such Pool Receivable and (b) is not a Defaulted Receivable.

“ Derivatives Obligations ” of any Person means all net payment obligations of such Person, as of any date of determination, in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions.

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“ Diluted Receivable ” means a Pool Receivable the entire or partial Unpaid Balance of which is reduced or cancelled due to Dilution.

“ Dilution ” means the amount (other than any amount of Contractual Dilution) by which the Unpaid Balance of a Diluted Receivable is reduced or cancelled (i) due to returns, defect, refunds, allowances, cash discounts, rebates, rejections, set off, netting, deficit, failure to perform on the part of the Originator, adjustment or any other similar reason other than with respect to the credit worthiness of the related Obligor, or (ii) due to a breach of title or failure of such Pool Receivable to be an Eligible Receivable at the time of a Purchase or Reinvestment.

“ Dilution Adjustment Amount ” means, for any Settlement Period an amount equal to the positive excess, if any, of (a) the aggregate Contractual Dilution in such Settlement Period and the prior Settlement Period minus (b) the aggregate Contractual Dilution Estimate as of the end of the Settlement Period occurring two months prior.

“ Dilution Horizon Ratio ” means, for each day during a Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate portion of the Unpaid Balance of all Receivables that was subject to Dilution during each of the three (3) preceding Settlement Periods and (b) the denominator of which is the Net Pool Balance as of the Cut-Off Date of such current Settlement Period; provided , however , the definition of Dilution Horizon Ratio may be increased on an annual basis upon written notice to the Servicer and Agent by any Purchaser Agent to reasonably reflect the results of any agreed upon procedures report or other annual audit.

“ Dilution Ratio ” means, for any Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate portion of the Unpaid Balance of a Pool Receivable that was subject to Dilution during such Settlement Period and, solely when used with respect to the calculation of the Dilution Reserve Floor Percentage and the Dynamic Dilution Reserve Percentage, plus the Dilution Adjustment Amount for such Settlement Period, and (b) the denominator of which is the aggregate initial Unpaid Balance of all Receivables which were originated during the Settlement Period three (3) months prior to such Settlement Period.

“ Dilution Reserve Floor Percentage ” means, on any day, a percentage determined as follows:

DR x DHR

where :

“ Dilution Volatility Ratio ” means, on any day, a percentage determined as follows:

(DS-DR) x (DS/DR)

where :

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“ Disclosed Matters ” means the actions, suits and proceedings disclosed in Schedule 6.1(f).

“ Drawing Date ” is defined in Section 1.6(b) .

“ DSO ” means, an amount equal to the aggregate amount of all unpaid Receivables as of the last day of the most recent Settlement Period divided by the aggregate amount of all Receivables generated by Originator in the most recent Settlement Period multiplied by 30.

“ Dynamic Dilution Reserve Percentage ” means, on any day, a percentage determined as follows:

{(SF x DR) + DVR} x DHR

where :


SF	=	2.0;

DR	=	the average of the Dilution Ratios for the preceding twelve Settlement Periods;

DVR	=	the Dilution Volatility Ratio on such day; and

DHR	=	the Dilution Horizon Ratio on such day.

“ Dynamic Loss Reserve Percentage ” means, on any day, a percentage determined as follows:

SF x LR x LHR

where :


SF	=	2.0

LR	=	the highest averaged Default Ratio for any three (3) consecutive Settlement Periods observed over the preceding 12 Settlement Periods; and

LHR	=	Loss Horizon Ratio on such day.

“ Eligible Contract ” means a Contract governed by the law of the United States of America or of any State thereof that contains an obligation to pay a specified sum of money and that has been duly authorized by each party thereto and which (i) does not require the Obligor thereunder to consent to any transfer, sale or assignment thereof or of the related Receivable or any proceeds thereof (other than to the extent that such requirements would be rendered unenforceable by Article 9 of the applicable UCC), (ii) is not subject to a confidentiality provision or similar covenant of non-disclosure that would restrict the ability of Agent or any

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Purchaser to fully exercise or enforce its rights under the Transaction Documents (including any rights thereunder assigned or originated to them hereunder), (iii) is not “chattel paper” as defined in the UCC of any jurisdiction governing the perfection or assignment of the related Receivable, and (iv) has not been modified, extended or rewritten in any manner that would adversely affect any Purchaser’s or Agent’s interest in, or the enforceability of, the Pool Receivable originated thereunder (except for extensions and modifications expressly permitted hereunder).

“ Eligible Receivable ” means, at any time, a Receivable:

(a)(i) which represents all or part of the sales price of goods or services (all of which have been delivered or performed), sold by Originator and billed to the related Obligor in the ordinary course of Originator’s business and sold or contributed to Seller pursuant to the Sale Agreement, (ii) with respect to which all obligations of Originator in connection with which have been fully performed, (iii) no portion of which is in respect of any amount as to which the related Obligor is permitted to withhold payment until the occurrence of a specified event or condition (including “guaranteed” or “conditional” sales or any performance by Originator), (iv) which is not owed to Originator or Seller as a bailee or consignee for another Person, (v) which is not issued under cash-in-advance or cash-on-account terms and (vi) with payment terms of not more than one hundred (100) days from the original billing date;

(b) which constitutes an “account” or a “payment intangible,” each as defined in Section 9-102 of the UCC;

(c) at the time of Purchase or Reinvestment not more than 25% of the total Receivables owed by an Obligor with respect to such Receivables are Delinquent Receivables at the time of Purchase or Reinvestment;

(d) which is not at the time of Purchase or Reinvestment (i) a Defaulted Receivable or Delinquent Receivable or (ii) without duplication, the portion of a Diluted Receivable that is subject to Dilution;

(e) with regard to which the warranties of Seller in Section 6.1(k) are true and correct;

(f) the sale or contribution of which, pursuant to the Sale Agreement, and the transfer of which, under this Agreement, does not violate, contravene or conflict with any Law or any contractual or other restriction, limitation or encumbrance;

(g) which is denominated and payable only in U.S. Dollars in the United States to an account at Lock-Box Bank (or a lock–box swept into such account, if applicable) that is subject to a Lock-Box Agreement;

(h) which arises under an Eligible Contract that, together with such Receivable, (i) is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor to pay such Receivable enforceable against such Obligor in accordance with its terms, (ii) is not subject to any dispute, offset, netting, litigation, counterclaim or defense whatsoever (including defenses arising out of violations of usury

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Laws) (other than potential discharge in a bankruptcy of the related Obligor and anticipated amounts of reductions to such Receivables reflected in the then current Contractual Dilution Estimate) and (iii) is not subject to any Adverse Claim;

(i) which together with the Contract related thereto, does not contravene any Law applicable thereto (including Laws relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) in any respect which could, individually or in the aggregate, have a material adverse effect on the value, validity, collectibility or enforceability of the related Receivable;

(j) which (i) was originated by Originator in the ordinary course of its business and (ii) satisfies all applicable requirements of the Originator’s Credit and Collection Policy;

(k) the purchase of which is a “current transaction” within Section 3(a)(3) of the Securities Act;

(l) which represents part or all of the price of the sale of “merchandise,” “insurance” or “services” within the meaning of Section 3(c)(5) of the Investment Company Act and which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act;

(m) the purchase of which by Seller under the Sale Agreement, or by the related Purchaser under this Agreement, does not constitute a Security;

(n) which (i) does not arise from a sale of accounts made as part of a sale of a business or constitute an assignment for the purpose of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract and (iii) is not a transfer of an interest or an assignment of a claim under a policy of insurance;

(o) which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;

(p) which is not (i) a Supplier Receivable or (ii) an Affiliate Receivable; and

(q) the Obligor of which has a principal place of business or a billing address in the United States or has a principal place of business or a billing address in an OECD Country (other than the United States) maintaining a foreign currency rating of at least A by S&P and A2 by Moody’s.

“ Enhancement Agreement ” means any agreement between a Conduit Purchaser and any other Person(s), entered into to provide (directly or indirectly) credit enhancement to a Conduit Purchaser’s commercial paper facility.

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“ Enhancement Provider ” means any Person providing credit support to a Conduit Purchaser under an Enhancement Agreement, including pursuant to an unfunded commitment, or any similar entity with respect to any permitted assignee of a Conduit Purchaser.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means, with respect to any Person, any corporation, trade or business that is a member of a Controlled Group that includes such Person.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan, a failure to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Performance Guarantor or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by Performance Guarantor or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by Performance Guarantor or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of Performance Guarantor or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by Performance Guarantor or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Performance Guarantor or any ERISA Affiliate of any notice, concerning the imposition upon Performance Guarantor or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Event of Bankruptcy ” shall be deemed to have occurred with respect to a Person if either:

(a)(i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator (or other similar official) for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any Law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue unstayed or undismissed for a period of sixty (60) days (or, for purposes of Section 10.1(d) , if such case or proceeding is in respect of Seller, zero (0) days); or (ii) an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy Laws or other similar Laws now or hereafter in effect; or

(b) such Person (i) shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement,

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dissolution or other similar Law now or hereafter in effect, or (ii) shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or (iii) shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors (or any board or Person holding similar rights to control the activities of such Person) shall vote to implement any of the foregoing.

“ Event of Default ” is defined in Section 10.1 .

“ Excluded Taxes ” means Taxes which are both (a) imposed by the jurisdiction in which such Indemnified Party or Affected Party, as the context requires, is organized, a taxing authority thereof or therein or by a taxing authority of any other jurisdiction as a result of such Indemnified Party doing business or maintaining an office in such jurisdiction (other than such Taxes that would not have been imposed but for (i) such Indemnified Party having executed, or enforced, a Transaction Document or (ii) any of the transactions contemplated herein or in the other Transaction Documents) and also (b) imposed on, based on or measured by net income, capital or net worth of such Indemnified Party (other than Taxes that are, or are in the nature of, sales, use, rental, property or value added or similar taxes).

“ Exiting Purchaser ” means any Purchaser where the Commitment Termination Date for the Committed Purchaser in such Purchaser’s Group has occurred.

“ Financial Covenants ” means, at any time, the “financial covenants” set forth in Section 6.09 of the Credit Agreement (or any replacement or successor to such Section) at such time; provided , however , that if at any time any Group does not have a member thereof as a party to the Credit Agreement as a lender thereunder (including due to termination of the Credit Agreement) or if at any time the “financial covenants” set forth in Section 6.09 of the Credit Agreement (or any replacement or successor to such Section) is amended or otherwise modified and such amendment or modification is not explicitly agreed to in writing by at least one member of each Group at such time, “Financial Covenants” shall mean the “financial covenants” set forth in Section 6.09 of the Credit Agreement (or any replacement or successor to such Section) as in effect the earlier of (a) immediately prior to such member ceasing to be a party to the Credit Agreement as a lender thereunder or (b) immediately prior to such amendment or modification (herein after referred to as the “Deemed Credit Agreement Financial Covenants”), provided , further , that a “financial covenant” shall include any “financial covenant” set forth in the Credit Agreement that (a) is not a “financial covenant” in the “Deemed Credit Agreement Financial Covenants” or (b) is more restrictive to the borrower thereunder and more favorable to the lenders thereunder, in each case, regardless of whether or not (a) a Group does not have a member thereof as a part to the Credit Agreement as a lender thereunder or (b) an amendment or modification was explicitly approved in writing by a member of each Group.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum, determined by Agent, equal (for each day during such period) to:

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(a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or

(b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Liquidity Provider from three federal funds brokers of recognized standing selected by it.

“ Federal Reserve Bank ” means the Board of Governors of the Federal Reserve System, or any successor thereto or to the functions thereof.

“ Fee Letter ” is defined in Section 4.1 .

“ Final Payout Date ” means the date following the Purchase Termination Date on which Purchasers’ Total Investment shall have been reduced to zero, the Stated Amount of all Letters of Credit has been reduced to zero or have been cash collateralized in full by amounts on deposit in the Cash Collateral Account and all other amounts then accrued or payable to any of the Secured Parties under the Transaction Documents shall have been paid in full in cash.

“ Fronting Fee ” is defined in the Fee Letter.

“ Fronting LOC Issuer ” means PNC, as LOC Issuer.

“ Funded Purchase ” is defined in Section 1.1(b) .

“ Governmental Authority ” means any government or political subdivision or any agency, authority, bureau, regulatory body, central bank, commission, department or instrumentality of any such government or political subdivision, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“ Governmental Authority Excess Concentration Amount ” means, at any time, the amount (if any) by which (a) the aggregate Unpaid Balance of all Eligible Receivables, the Obligors of which are Governmental Authorities exceeds , (b) 5.0% of the aggregate Unpaid Balance of all Eligible Receivables.

“ Group ” means each Purchaser Agent and its Conduit Purchasers and Committed Purchasers, as applicable.

“ Group Limit ” means, for any Group, the sum of all Commitments of all the Committed Purchasers in such Purchaser Group.

“ Guaranty ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or

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otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided , that the term Guaranty shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guaranty” used as a verb has a corresponding meaning.

“ Indemnified Amounts ” is defined in Section 12.1(a) .

“ Indemnified Party ” is defined in Section 12.1(a) ; “Indemnified Parties” has a correlative meaning.

“ Independent Manager ” means a natural person who (A) for the five-year period prior to his or her appointment as Independent Manager of the Seller has not been, and during the continuation of his or her service as Independent Manager of the Seller is not: (i) an employee, director, stockholder, member, manager, partner or officer of the Seller, Originator or MPI or any of their respective Affiliates (other than his or her service as an Independent Manager of the Seller); (ii) a customer or supplier of the Seller, Originator or MPI or any of their respective Affiliates (other than his or her service as an Independent Manager of the Seller); or (iii) any member of the immediate family of a person described in (i) or (ii) ; (B) has (i) prior experience as an Independent Manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all Independent Managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; and (C) is reasonably acceptable to the Agent (with the direction or consent of the Purchaser Agents) (provided that the Agent and the Purchaser Agents shall be deemed to have accepted the appointment of Frank B. Bilotta as the initial Independent Manager by their execution of this Agreement).

“ Information Package ” is defined in Section 3.1(a) .

“ Investment ” means at any time with respect to the Asset Interest and any Purchaser, an amount equal to the sum of (a) the aggregate of the amounts theretofore paid to Seller by such Purchaser for Funded Purchases (or deemed Funded Purchase) (in cash or as a participation in a LOC Purchase) pursuant to Section 1.1 less the aggregate amount of Collections theretofore received and actually distributed to such Purchaser, and not reinvested as a Reinvestment, on account of such Purchaser’s Investment pursuant to Section 1.3 (and not rescinded or otherwise returned or reinvested pursuant to Section 1.3 ) and (b) the LOC Exposure of such Purchaser less the amounts on deposit in the Cash Collateral Account, if any, and allocated to such Purchaser’s LOC Exposure; provided that the Investment of and any fees or Yield payable with respect

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thereto, will be increased or decreased, as applicable, to give effect to any reallocations of participations in Letters of Credit in accordance with Section 1.6(a)(ii) .

“ Investment Company ” has the meaning set forth in the Investment Company Act.

“ Investment Company Act ” means the Investment Company Act of 1940.

“ ISP98 Rules ” is defined in Section 1.5(a) .

“ Law ” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment, award or similar item of or by a Governmental Authority or any interpretation, implementation or application thereof.

“ Legal Final ” means the one-year anniversary of the occurrence of the Purchase Termination Date.

“ Letters of Credit ” is defined in Section 1.1(c) .

“ Letter of Credit Application ” is defined in Section 1.2(b) .

“ LIBO Rate ” means for any Yield Period for each Group either (a) the interest rate per annum designated as LIBO Rate for the applicable Purchaser Agent for a period of time comparable to such Yield Period that appears on the Bloomberg screen Bloomberg US0001M as of 11:00 a.m. (London, England time) on the second Business Day preceding the first day of such Yield Period or (b) if a rate cannot be determined under clause (a) , an annual rate equal to the average (rounded upwards if necessary to the nearest 1/100th of 1%) of the rates per annum at which deposits in U.S. Dollars with a duration comparable to such Yield Period in a principal amount substantially equal to the applicable Rate Tranche are offered to the principal London office of the applicable Purchaser Agent. by three London banks, selected by such Purchaser Agent in good faith, at about 11:00 a.m. London time on the second Business Day preceding the first day of such Yield Period.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing.

“ Liquidation Fee ” means, for each Rate Tranche (or portion thereof) for each day in any Yield Period or Settlement Period (computed without regard to clause (iii) of the proviso of the definition of “ Yield Period ”) during the Liquidation Period, the amount, if any, by which:

(a) the additional Yield (calculated without taking into account any Liquidation Fee) which would have accrued on the reductions of such Purchaser’s Tranche Investment effected pursuant to Section 1.3(c)(ii ) or (iii) with respect to such Rate Tranche for such day during such Yield Period or Settlement Period (as so computed) if such reductions had not been made until the last day of such Yield Period or Settlement Period exceeds,

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(b) the income, if any, received for such day during such Yield Period or Settlement Period by the affected Purchaser from investing the proceeds of such reductions of Purchaser’s Tranche Investment.

“ Liquidation Period ” means the period commencing on the date on which the conditions precedent to Purchases and Reinvestments set forth in Section 5.2 are not satisfied (or expressly waived by each Purchaser) and Agent shall have notified Seller and Servicer that the Liquidation Period has commenced, and ending on the Final Payout Date.

“ Liquidity Advance ” means a loan, advance, purchase or other similar action made by a Liquidity Provider pursuant to a Liquidity Agreement.

“ Liquidity Agent ” means BTMUNY or any other Person that is any time a liquidity agent under a Liquidity Agreement.

“ Liquidity Agreement ” means any agreement entered into, directly or indirectly, in connection with or related to, this Agreement pursuant to which any Person agrees to make loans or advances to, or purchase from, a Conduit Purchaser (directly or indirectly) in order to provide liquidity for such Conduit Purchaser’s Commercial Paper Notes or other senior indebtedness.

“ Liquidity Provider ” means any lender or liquidity provider that is at any time party to a Liquidity Agreement or any successor or assign of such lender or liquidity provider or any similar entity with respect to any permitted assignee of Purchaser.

“ LOC Exposure ” means, at any time with respect to the Seller, the sum total of the amount of the Letter of Credit exposure on account with respect to the Seller whether constituting a LOC Purchase or otherwise arising hereunder. The LOC Exposure of any Committed Purchaser at any time shall be the amount of its applicable percentage of the aggregate LOC Exposure with respect to the Stated Amount of all outstanding Letters of Credit at such time in accordance with the terms of this Agreement, and the LOC Exposure of any LOC Issuer shall mean the sum total of the Stated Amounts of all Letters of Credit issued by it pursuant to this Agreement.

“ LOC Group ” means with respect to the Fronting LOC Issuer, all of the members of all of the Groups, or in the event there is more than one LOC Issuer or Fronting LOC Issuer, all of the members of the Groups designated to each such LOC Issuer or Fronting LOC Issuer, as applicable, in any amendment hereto.

“ LOC Group Participant ” shall mean, with respect to the Fronting LOC Issuer, the Committed Purchasers as the context requires.

“ LOC Issuance Limit ” means, with respect to an LOC Issuer, the maximum Stated Amount of Letters of Credit that such LOC Issuer is obligated to issue hereunder on account of any Purchase, as set forth below its signature to this Agreement, which amount may be increased from time to time upon prior written request of the Seller and with the written consent of the applicable LOC Issuer and its related Purchaser Agent in their sole and absolute discretion.

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“ LOC Issuer ” shall mean PNC and each other Person from time to time party hereto as an LOC Issuer.

“ LOC Participation Obligations ” is defined in Section 2.7(a) .

“ LOC Purchase ” is defined in Section 1.1(c) .

“ Lock-Box Agreement ” means a valid and enforceable agreement in form and substance reasonably satisfactory to Agent, among Seller, Servicer, Agent and any Lock-Box Bank, whereupon Seller, as sole owner of the related lock-box account(s) and the customer of the related Lock-Box Bank in respect of such lock-box account(s), shall transfer to the Agent exclusive dominion and control over, and a first priority perfected security interest in, such lock-box account(s) and the cash, instruments or other property on deposit or held therein.

“ Lock-Box Bank ” means any of the banks at which Seller maintains one or more lock-box accounts.

“ Loss Horizon Ratio ” means, for each day during a Settlement Period, a fraction (expressed as a percentage), (a) the numerator of which is the aggregate initial Unpaid Balance of all Receivables originated by Originator during the immediately preceding six (6) Settlement Periods and (b) the denominator of which is the Net Pool Balance as of the Cut-Off Date of such current Settlement Period.

“ Loss Reserve Floor Percentage ” means 32.0%.

“ Losses ” means the Unpaid Balance of any Pool Receivables that have been, or should have been, written-off as uncollectible by Servicer in accordance with the Credit and Collection Policies.

“ Material Adverse Effect ” means, with respect to any event or circumstance, a material adverse effect on:

(a)(i) if a particular Person is specified, the ability of such Person to perform its obligations under this Agreement or any other Transaction Document or (ii) if a particular Person is not specified, the ability of Originator, Servicer, Performance Guarantor or Seller to perform its obligations under this Agreement or any other Transaction Document;

(b)(i) the validity or enforceability of any Transaction Document or a material portion of the Contracts or (ii) the value, validity, enforceability or collectibility of any Pool Receivable or the Related Assets, including, if such event or circumstance would increase the days to pay, Dilution or Contractual Dilution in excess of the Contractual Dilution Estimate at such time with respect to a material portion of the Pool Receivables;

(c) the status, existence, perfection, priority, enforceability or other rights and remedies of any Purchaser, Agent or any other Secured Party associated with Purchaser’s or its respective interest in the Pool Receivables or the Related Assets; or

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(d)(i) if a particular Person is specified, the business, assets, properties or financial condition of such Person (and its Affiliates, if applicable) or (ii) if a particular Person is not specified, the business, assets, properties or financial condition of Originator, MPI, Performance Guarantor, Seller or Servicer (and, in each case, its Affiliates, as applicable).

“ Material Indebtedness ” at any time has the meaning assigned to such term in the Credit Agreement at such time; provided , however , that if at any time Agent is no longer a party to the Credit Agreement as a lender thereunder (including, without limitation, due to termination of the Credit Agreement), “Material Indebtedness” shall have the meaning assigned to such term in the Credit Agreement immediately prior to Agent ceasing to be a party to the Credit Agreement as a lender thereunder.

“ Material Subsidiary ” means any Subsidiary (or group of Subsidiaries as to which a specified condition applies) that would be a “significant subsidiary” under Rule 1-02(w) of Regulation S-X.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ MPI ” is defined in the preamble .

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Mylan, Inc. Change of Control ” means, at any time, a “fundamental change” as set forth in Section 6.03 (or any replacement or successor to such Section) in the Credit Agreement at such time; provided , however , that if at any time any Group does not have a member thereof as a party to the Credit Agreement as a lender thereunder (including due to termination of the Credit Agreement) or if at any time any “fundamental change” provision set forth in Section 6.09 of the Credit Agreement (or any replacement or successor to such Section) is amended or otherwise modified and such amendment or modification is not explicitly agreed to in writing by at least one member of each Group, “Mylan, Inc. Change of Control” shall mean a “fundamental change” as such term was defined in the Credit Agreement as in effect on the earlier of (a) immediately prior to such member ceasing to be a party to the Credit Agreement as a lender thereunder or (b) immediately prior to such amendment or modification (herein referred to as the “Deemed Credit Agreement Fundamental Change Definition”); provided, further, that a “fundamental change” shall include any “fundamental change” set forth in the Credit Agreement that (a) is not a “fundamental change” in the “Deemed Credit Agreement Fundamental Change Definition” or (b) is more restrictive to the borrower thereunder and are more favorable to the lenders thereunder, in each case, regardless of whether or not (a) any Group does not have a member thereof as a party to the Credit Agreement as a lender thereunder or (b) an amendment or modification was explicitly approved in writing by a member of each Group.

“ Net Pool Balance ” means, at any time, an amount equal to the aggregate Unpaid Balance of Pool Receivables that are Eligible Receivables determined at such time, minus (without duplication) the sum of (a) the aggregate Dilution incurred with respect to all Eligible Receivables, (b) the aggregate Unpaid Balance of Defaulted Receivables, (c) with respect to any

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Obligor, the aggregate Unpaid Balance of such Eligible Receivables owed by such Obligor or an Affiliate of such Obligor that exceeds the Concentration Limit at such time, (d) the Governmental Authority Excess Concentration Amount at such time, (e) the OECD Excess Concentration Amount at such time; (f) the aggregate Contractual Dilution Estimate at such time and (g) the amount of any Collections received by the Seller or the Servicer (including by deposit to any of the Seller’s lock-box accounts) that have not yet been applied by the Seller or the Servicer to reduce the Unpaid Balance of the related Pool Receivables.

“ Obligations ” means all obligations of Seller arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, all Indemnified Amounts, payments on account of Collections received or deemed to be received and fees, in each case pro rata according to the respective amounts thereof.

“ Obligor ” means a Person obligated to make payments with respect to a Receivable, including any guarantor thereof.

“ OECD Country ” means any country that has signed the Convention on the Organisation for Economic Co-operation and Development.

“ OECD Excess Concentration Amount ” means, at any time, the amount (if any) by which (a) the aggregate Unpaid Balance of all Eligible Receivables, the Obligors of which have a principal place of business or a billing address in an OECD Country (other than the United States) maintaining a foreign currency rating of at least A by S&P and A2 by Moody’s, exceeds , (b) 5.0% of the aggregate Unpaid Balance of all Eligible Receivables.

“ Off-Balance Sheet Debt ” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with generally accepted accounting principles consistently applied: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment of purchasers or transferees of assets so transferred and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws; (b) the monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Bankruptcy Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; (c) the monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and its Subsidiaries; (d) future minimum lease payments under non-cancelable operating leases; or (e) any other monetary obligation arising with respect to any other transaction which (i) upon the application of any Bankruptcy Law to such Person or any of its Subsidiaries, would be characterized as indebtedness or (ii) is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance

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sheet of such Person and its Subsidiaries (for purposes of this clause (e) , any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“ Originator ” means, each Person from time to time party to the Sale Agreement, as originator. As of the Closing Date, MPI is the sole Originator.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Performance Guarantor ” means Mylan, Inc.

“ Performance Guaranty ” means the performance guaranty entered into by Performance Guarantor on the date hereof in favor of the Agent, the Purchasers, the LOC Issuers and the other Secured Parties.

“ Permitted Debt ” means:

(a) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts blocked by a Lock-Box Agreement that is incurred in the ordinary course of business and is due and payable; and

(b) Debt which is due and payable pursuant to any agreement by any Person to perform professional, advisory, accounting, consulting or other services for another Person and is incurred in the ordinary course of business,

which, in any case, on any date of determination, in the aggregate, does not exceed $10,000 and which is able to be paid as and when due by Seller after satisfying all of its Obligations under the Transaction Documents that are then due or will become due on or before the next Settlement Date.

“ Person ” means a natural individual, partnership, sole proprietorship, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, any Governmental Authority or any other entity of whatever nature.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or the minimum funding standards under ERISA or the Code and in respect of which MPI, Originator, Seller, the Performance Guarantor or any of their respective ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) a “contributing sponsor” as defined in Section 4001(13) of ERISA.

“ Pool Receivable ” means a Receivable in the Receivables Pool.

“ Prime Rate ” means the rate designated by BTMUNY from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by BTMUNY in connection with extensions of credit to debtors.

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“ Program Information ” is defined in Section 13.8(a)(i) .

“ Purchase ” is defined in Section 1.1 .

“ Purchase Date ” means any date on which a Purchase or a Reinvestment is made pursuant to this Agreement.

“ Purchase Termination Date ” means the earliest of (a) the latest Commitment Termination Date of any Committed Purchasers, (b) sixty (60) days following the date of receipt by each of the other parties to this Agreement of a written notice of termination provided by Seller and (c) that day on which an Event of Default has occurred and has not been waived in accordance with the terms hereof.

“ Purchaser ” means each Conduit Purchaser and Committed Purchaser, as applicable.

“ Purchaser Agents ” has the meaning set forth in the preamble .

“ Purchasers’ Total Commitment ” means $300,000,000, as such amount may be increased from time to time, upon request by the Seller, with the prior written consent of each increasing Purchaser Agent and the Agent in their sole and absolute discretion, and as such amount shall be decreased following the decrease in the Commitment of any Committed Purchaser; provided that, the “Purchasers’ Total Commitment” shall not exceed $500,000,000; provided further that, the Purchasers’ Total Commitment amount shall be adjusted so that it at all times equals the sum of the Commitments of each Committed Purchaser party hereto.

“ Purchasers’ Total Investment ” means the aggregate of each Committed Purchaser’s Total Investment.

“ Purchaser’s Tranche Investmen t” means in relation to any Rate Tranche the amount of Purchasers’ Total Investment allocated by any Purchaser Agent to such Rate Tranche pursuant to Section 2.1 ; provided , that at all times the aggregate amounts allocated to all Rate Tranches shall equal Purchasers’ Total Investment.

“ Ratable Share ” means, at any time, (a) for each Group, such Group’s Group Limit divided by the aggregate Purchasers’ Total Commitment at such time or, in the event that the aggregate Purchasers’ Total Commitment is zero, the aggregate Investment outstanding with respect to the Purchasers in such Group divided by the Purchasers’ Total Investment and (b) as used in Sections 1.6 and Section 2.6(b) , as to any LOC Group Participant with respect to its obligations to the related LOC Issuer, the Commitment of such LOC Group Participant at such time divided by the aggregate of the Commitments for all LOC Group Participants in such LOC Group at such time.

“ Rate Tranche ” means at any time a portion of the Asset Interest selected by any Purchaser Agent pursuant to Section 2.1 and designated as a Rate Tranche solely for purposes of computing Yield.

“ Receivable ” means any right to payment from a Person (other than an Affiliate of MPI, Performance Guarantor, Originator or Seller), whether constituting an account, chattel paper,

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instrument or a general intangible, arising from the sale of goods and/or provision of services by Originator pursuant to a Contract, including the right to payment of any interest, finance charges and other payment obligations of such Person with respect thereto. No lease or payment thereunder shall constitute a Receivable.

“ Receivables Pool ” means at any time all then outstanding Receivables sold, purported to be sold or contributed to Seller pursuant to the Sale Agreement.

“ Records ” means all Contracts and other documents, instruments, books, records, purchase orders, agreements, reports and other information (including computer programs, tapes, disks, other information storage media, data processing software and related property and rights) prepared or maintained by Originator, MPI, Performance Guarantor, Servicer, or Seller, respectively, with respect to, or that evidence or relate to, the Pool Receivables, the Related Assets, any other assets in the Asset Interest or the Obligors of such Pool Receivables.

“ Regulatory Change ” means, relative to any Affected Party:

(a) any change after the date of this Agreement in (or the adoption, implementation, change in phase-in or interpretations or commencement of effectiveness of) any:

(i) Law applicable to such Affected Party;

(ii) regulation, interpretation, directive, requirement or request (whether or not having the force of Law) applicable to such Affected Party of (A) any Governmental Authority charged with the interpretation or administration of any Law referred to in clause (a)(i) or of (B) any fiscal, monetary or other authority having jurisdiction over such Affected Party; or

(iii) any request, interpretation, guideline, directive or principle from Financial Accounting Standards Board or any other applicable accounting authority, or any central bank or other Governmental Authority (whether or not having the force of law); or

(b) any change in the application to, or implementation by, such Affected Party of any existing Law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (a)(i) , (a)(ii) or (a)(iii) above.

“ Reimbursement Obligation ” is defined in Section 1.6(b) .

“ Reinvestment ” is defined in Section 1.3(a)(iii) .

“ Related Assets ” means (a) all rights to, but not any obligations under, all Related Security with respect to the Pool Receivables, (b) all Records, (c) all Collections in respect of, and other proceeds of, the Pool Receivables or any other Related Security, (d) all lock-box accounts (and related lock-boxes, if any) related to the Pool Receivables and all amounts, instruments or other items from time to time on deposit therein, (e) all rights and remedies of Seller or Originator, as applicable, under the Sale Agreement, each lock-box agreement related to

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the lock-box accounts described in clause (d) (including the Lock-Box Agreements) and the other Transaction Documents and any other rights or assets pledged, sold or otherwise transferred to Seller thereunder, and (f) all the products and proceeds of any of the foregoing.

“ Related Security ” means, with respect to any Pool Receivable: (a) all of Seller’s or Originator’s, as applicable, right, title and interest in, to and under all Contracts that relate to such Pool Receivable; (b) all of Seller’s or Originator’s, as applicable, interest in the merchandise and goods (including returned merchandise and goods), if any, relating to the sale which gave rise to such Pool Receivable and in any and all insurance related thereto; (c) all other security interests or liens, mortgages and property subject thereto from time to time purporting to secure payment of such Pool Receivable, whether pursuant to the Contract related to such Pool Receivable or otherwise; (d) all UCC financing statements covering any collateral securing payment of such Pool Receivable (but only to the extent of the interest of Agent on behalf of Purchasers and the other Secured Parties in the respective Pool Receivable); (e) all guaranties and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Pool Receivable (including insurance policies or other similar arrangements) whether pursuant to the Contract related to such Pool Receivable or otherwise; and (f) all the proceeds of any of the foregoing.

“ Reporting Date ” is defined in Section 3.1(a) .

“ Required Purchaser Agents ” means, at any time, Purchaser Agents whose related Committed Purchaser have Commitments aggregate more than 50% of the aggregate of the Commitments of all Purchasers or, with respect to any Exiting Purchaser, based on such Purchaser’s Investment; provided , however , that if there are three or fewer Committed Purchasers party hereto, “Required Purchaser Agents” shall mean all of the Purchaser Agents.

“ Required Purchasers ” means, at any time, Committed Purchasers whose Commitments aggregate more than 50% of the aggregate of the Commitments of all Purchasers or, with respect to any Exiting Purchaser, based on such Purchaser’s Investment; provided , however , that if there are three or fewer Committed Purchasers party hereto, “Required Purchasers” shall mean all of the Purchasers.

“ Required Reserve Percentage ” means, on any day, the higher of:

(a) the sum of (i) the Loss Reserve Floor Percentage on such day, plus (ii) the Dilution Reserve Floor Percentage on such day; and

(b) the sum of (i) the Dynamic Loss Reserve Percentage on such day, plus (ii) the Dynamic Dilution Reserve Percentage on such day.

“ Required Reserves ” means, on any day, an amount determined as follows:

(RRP x NPB) + YSFR

where :

RRP = the Required Reserve Percentage on such day;

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NPB = the Net Pool Balance on such day; and

YSFR = the Yield and Servicing Fee Reserve on such day.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“ Sale Agreement ” means the Purchase and Contribution Agreement, dated as of the date hereof, between Originator, as originator and servicer, and Seller, as buyer.

“ SEC ” means the Securities and Exchange Commission or any successor governmental authority.

“ Secured Parties ” means Purchasers, Purchaser Agents, Agent, the Indemnified Parties and the Affected Parties.

“ Securities Act ” means the Securities Act of 1933.

“ Security ” is defined in Section 2(a)(1) of the Securities Act.

“ Seller ” is defined in the preamble .

“ Servicer ” is defined in Section 8.1(a) and shall include and be deemed to be, as the context requires, a reference to any Person acting as a subservicer pursuant to Section 8.1(c) .

“ Servicing Fee ” means the fee payable to cover the cost of servicing the Receivables for each Settlement Period, which is equal, for each day of such Settlement Period to, (a) if Servicer is MPI or an Affiliate of MPI, an annual rate of 1.00% of the aggregate Net Pool Balance as of the Cut-Off Date of such Settlement Period, multiplied by 1/360 and (b) if Servicer is not MPI or an Affiliate of MPI, 110% of the actual per annum costs incurred by the successor Servicer designated pursuant to Section 8.1(b) for its servicing during such Settlement Period, multiplied by 1/360, in either case, payable in arrears.

“ Settlement Date ” means, with respect to any Settlement Period, the 18 ^th day of each month; provided , that the last Settlement Date shall be the last day of the last Settlement Period.

“ Settlement Period ” means:

(a) the period from the Closing Date to the end of the calendar month in which the Closing Date occurs; and

(b) thereafter, each subsequent calendar month;

provided , that the last Settlement Period shall end on the Final Payout Date.

“ Specified Concentration Percentage ” means, with respect to any Obligor, the greater of (a) the percentage, if any, determined by the Agent and each Purchaser Agent in their sole discretion with respect to such Obligor by written notice to the Seller and the Servicer; it being understood and agreed that the Agent or any Purchaser Agent, in its sole discretion, may reduce

Appendix A

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any such percentage described in this clause (a) with respect to any Obligor at any time in its sole discretion by written notice to the Seller and the Servicer, it being understood that on the date hereof, a Specified Concentration Percentage of (i) 24.0% shall apply to all Receivables the Obligor of which is Cardinal Health, Inc. and (ii) 32.0% shall apply to all Receivables the Obligor of which is McKesson Corporation, and (b) other than with respect to any Specified Concentration Percentage for any Obligor set forth in clause (a) above, the percentage appearing opposite such Obligor’s short-term unsecured debt ratings on the table below:


S&P/Moody’s Short-Term Rating	S&P/Moody’s Long-Term Rating	Specified Concentration Percentage
A-1 or higher/P-1	A+/A1 or higher	32.0%
A-2/P-2	BBB+/Baa1	20.0%
A-3/P-3	BBB-/Baa3	8.0%
Below A-3/P-3 or Not Rated	Below BBB-/Baa3 or Not Rated	3.0%

Subject to the next sentence, if the short-term unsecured debt rating established by Moody’s or S&P for an Obligor shall fall one or more rating category gradation below the other rating agency’s comparable gradation (or has been withdrawn), the lower of the two ratings shall apply. If either Moody’s or S&P does not maintain (and has not withdrawn) a short-term unsecured senior debt rating of an Obligor, the Concentration Limit for such Obligor shall be determined in accordance with the table above based upon the long-term unsecured debt rating established by Moody’s or S&P but if the long-term unsecured debt rating established by Moody’s or S&P for an Obligor shall fall one or more rating category gradation below the other rating agency’s comparable gradation (or has been withdrawn), the lower of the two ratings shall apply. If an Obligor is not rated by either Moody’s or S&P it shall be considered unrated.

“ Specified Regulation ” means (A) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues , adopted by the United States bank regulatory agencies on December 15, 2009 (the “ FAS 166/167 Capital Guidelines ”), (B) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Dodd-Frank Act ”), (C) the BASEL Accord, or (D) any existing or future rules, regulations, guidance, interpretations or directives from any Governmental Authority relating to Accounting Standards Codification 860-10-40-5(a), the FAS 166/167 Capital Guidelines, the Dodd-Frank Act or the BASEL Accord (whether or not having the force of law).

“ Stated Amount ” means, with respect to any Letter of Credit at any point in time, the maximum amount that may be drawn thereunder in accordance with its terms at such point.

“ Subsidiary ” means a corporation or other entity of which Mylan, Inc. and/or its other direct or indirect Subsidiaries own, directly or indirectly, such number of outstanding shares or other ownership or control interest as have more than 50% of the ordinary voting power for the election of directors or managers, as the case may be.

Appendix A

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“ Successor Notice ” is defined in Section 8.1(b) .

“ Supplier Receivable ” means any Pool Receivable the Obligor of which is a material supplier to Originator or any of their respective Affiliates.

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Performance Guarantor or its Subsidiaries shall be a Swap Agreement.

“ Taxes ” means all income, gross receipts, rental, franchise, excise, occupational, capital, value added, sales, use, ad valorem (real and personal), property (real and personal) and excise taxes, fees, levies, imposts, charges or withholdings of any nature whatsoever, together with any assessments, penalties, fines, additions to tax and interest thereon, howsoever imposed (whether imposed upon any Indemnified Party, all or any part of the Related Security or otherwise), by any Governmental Authority or other taxing authority in the United States or by any foreign government, foreign governmental subdivision or other foreign or international taxing authority.

“ Tranche Investment ” means in relation to any Rate Tranche the amount of each Purchaser’s Investment allocated by Agent to such Rate Tranche pursuant to Section 2.1 ; provided , that at all times the aggregate amounts allocated to all Rate Tranches shall equal Purchasers’ Total Investment.

“ Transaction Documents ” means this Agreement, the Sale Agreement, the Performance Guaranty, the Fee Letter, the Lock-Box Agreements, each Letter of Credit, each Letter of Credit Application and all other documents, agreements and certificates to be executed and delivered by the Performance Guarantor, Originator, Servicer or Seller in connection herewith or in connection with any of the foregoing (excluding any Liquidity Agreement).

“ UCC ” means, in respect of each state in the United States of America, the Uniform Commercial Code as from time to time in effect in such state.

“ Undrawn Letter of Credit ” means any Letter of Credit that has been issued, but remains undrawn.

“ Undrawn Letter of Credit Fee ” is defined in the Fee Letter.

“ Unmatured Event of Default ” means any event which, with the giving of notice or lapse of time, or both, would become an Event of Default.

“ Unpaid Balance ” of any Receivable means, at any time, the sum of (a) the unpaid amount thereof, plus (b) the unpaid amount of all finance charges, interest payments and other amounts actually accrued thereon at such time, but excluding, in the case of clause (b) above, all late payment charges, delinquency charges, and extension or collection fees.

Appendix A

Page 27

“ U.S. Dollars ” means dollars in lawful money of the United States of America.

“ Used Margin ” has the meaning set forth in the Fee Letter.

“ Victory ” is defined in the preamble .

“ Voting Stock ” of any Person means the common stock of such Person and any other security of, or ownership interest in, such Person having ordinary voting power to elect a majority of the board of directors (or other Persons serving similar function) of such Person.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Yield ” means, for any day with respect to any Rate Tranche or any drawn Letter of Credit that has not been reimbursed:

{(PTI x YR)/360} + LF

where :

“ Yield Period ” means (x) with respect to any Rate Tranche funded by a Liquidity Advance, a Committed Purchaser or under an Enhancement Agreement:

(a) the period commencing on the date of the initial Purchase of the Asset Interest, the making of such Liquidity Advance or funding under such Enhancement Agreement or the creation of such Rate Tranche pursuant to Section 2.1 (whichever is latest) and ending such number of days thereafter as the applicable Purchaser Agent shall select in its sole discretion; and

(b) each period commencing on the last day of the immediately preceding Yield Period for the related Rate Tranche and ending such number of days thereafter as the applicable Purchaser Agent shall select in its sole discretion;

provided , that:

(i) any such Yield Period (other than a Yield Period consisting of one day) which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day;

Appendix A

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(ii) in the case of Yield Periods of one day for any Rate Tranche, (A) the initial Yield Period shall be the date such Yield Period commences as described in clause (a) above; and (B) any subsequently occurring Yield Period which is one day shall, if the immediately preceding Yield Period is more than one day, be the last day of such immediately preceding Yield Period, and if the immediately preceding Yield Period is one day, shall be the next day following such immediately preceding Yield Period; and

(iii) in the case of any Yield Period for any Rate Tranche which commences before the Purchase Termination Date and would otherwise end on a date occurring after such Purchase Termination Date, such Yield Period shall end on such Purchase Termination Date and the duration of each such Yield Period which commences on or after the Purchase Termination Date for such Rate Tranche shall be of such duration as shall be selected by the applicable Purchaser Agent; and

(y) with respect to any Rate Tranche that is funded or maintained through the issuance of Commercial Paper Notes, each Settlement Period.

“ Yield Rate ” means for any Rate Tranche or drawn Letter of Credit that has not been reimbursed on any day:

(a) in the case of a Rate Tranche funded by Commercial Paper Notes, the applicable CP Rate;

(b) in the case of a Rate Tranche not funded by Commercial Paper Notes, the applicable Bank Rate for such Rate Tranche, plus the Applicable Margin; and

(c) in the case of any drawn Letter of Credit that has not been reimbursed, in accordance with the terms of this Agreement, the sum of (i) the Bank Rate or the applicable CP Rate, as selected by the related Purchaser Agent, plus (ii) the Applicable Margin;

provided , that:

(i) on any day as to any Rate Tranche which is not funded by Commercial Paper Notes, the Yield Rate shall equal the applicable Base Rate, plus the Applicable Margin if (A) the applicable Purchaser Agent does not receive notice or determine, by 11:00 a.m. (New York City time) on the third Business Day prior to the first day of the related Yield Period, that such Rate Tranche shall not be funded by Commercial Paper Notes or (B) the applicable Purchaser Agent determines that (I) funding that Rate Tranche on a basis consistent with pricing based on the applicable Bank Rate would violate any applicable Law or (II) that deposits of a type and maturity appropriate to match fund such Rate Tranche based on the applicable Bank Rate are not available; and

(ii) on any day when any Event of Default shall have occurred or the Purchase Termination Date has occurred by virtue of clause (b) of the definition

Appendix A

Page 29

thereof, the applicable Yield Rate for each Rate Tranche means a rate per annum equal to the applicable Base Rate, plus 1.50% per annum .

“ Yield and Servicing Fee Reserve ” means on any day an amount determined as follows:

NPB x [SF x ((SFR + YR)/360) x DSO] + AUY + AUSF

where :


SF	=	1.5

NPB	=	the Net Pool Balance on such day;

YR	=	the Prime Rate on such day;

SFR	=	1.00%;

DSO	=	the DSO on such day; and

AUY	=	the amount of any accrued and unpaid Yield on such day.

AUSF	=	the amount of any accrued but unpaid Servicing Fees.

B. Other Interpretive Matters . All accounting terms defined directly or by incorporation in this Agreement or the Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles consistently applied; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Law refer to that Law as amended from time to time and include any successor Law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be

Appendix A

Page 30

deemed to be a reference to the applicable calendar month; (m) for the purposes of calculating the Required Reserves (or any component thereof) or the calculation of the Default Ratio, Delinquency Ratio or Dilution Ratio, when a component of any such calculation is determined by reference to the first Settlement Period, such first Settlement Period for such purposes shall be deemed to refer to the first full calendar month after the Closing Date; (n) terms in one gender include the parallel terms in the neuter and opposite gender; and (o) the term “or” is not exclusive.

Appendix A

Page 31

ANNEX A

FORM OF PURCHASE NOTICE

Mylan Securitization LLC

[DATE]

To: The Parties Listed on Schedule A

Re: Funding Notice

This notice is delivered pursuant to Sections 1.1 and 1.2 of the Purchase Agreement dated as of February 21, 2012 (the “ Agreement ”), among Mylan Pharmaceuticals Inc., a West Virginia corporation (“ MPI ”), individually and as initial Servicer, Mylan Securitization LLC, as seller (“ Seller ”), Market Street Funding, LLC (“ Market Street ”), as a conduit purchaser, Working Capital Management Co, LP (“ WCMC ”), as a conduit purchaser, Victory Receivables Corporation (“ Victory ”), as a conduit purchaser and the other conduit purchasers from time to time party hereto (each individually, a “ Conduit Purchaser ” and collectively with Market Street, WCMC and Victory, “ Conduit Purchasers ”), PNC Bank, National Association (“ PNC ”), as a committed purchaser, Mizuho Corporate Bank, Ltd (“ Mizuho ”), as a committed purchaser, SunTrust Bank (“ SunTrust ”), as a committed purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“ BTMUNY ”), as a committed purchaser and the other committed purchasers from time to time party hereto (each individually, a “ Committed Purchaser ” and collectively with PNC, SunTrust, Mizuho and BTMUNY, “ Committed Purchasers ” and collectively with the Conduit Purchasers, “ Purchasers ”), PNC, as a purchaser agent, Mizuho, as a purchaser agent, SunTrust Robinson Humphrey, Inc., (“ STRH ”), as a purchaser agent, BTMUNY, as a purchaser agent and the other purchaser agents from time to time party hereto (each individually, a “ Purchaser Agent ” and collectively with PNC, STRH, Mizuho and BTMUNY, “ Purchaser Agents ”), BTMUNY, as agent on behalf of the Secured Parties (“ Agent ”), the several financial institutions identified on the signature pages hereto as “LOC Issuers” for their respective applicable LOC Groups, and each of the other members of each Group party hereto. Capitalized terms defined in, or by reference in, the Agreement are used herein with the same meanings.

1. [We hereby request a Funded Purchase pursuant to Section 1.2(a) of the Agreement to be made under the Agreement on [DATE] in the aggregate amount of $ [ ].] Of such amount, $[ ] is to be funded by the [ ] Group and $[ ] is to be funded by the [ ] Group [ETC.].

2. [We hereby request an LOC Purchase to be made under the Agreement pursuant to Section 1.2(b) of the Agreement on [DATE] in an aggregate Stated Amount of Letters of Credit of $ [ ] ($[ ] of such aggregate Stated Amount to be issued by the

Annex A, Page 1

LOC Issuer [in the [ ] Group and $[ ] of such aggregate Stated Amount to be issued by the LOC Issuer or the [ ] Group]) in the following manner:


Beneficiary		LOC Issuer		Amount

[List each Letter of Credit to be issued]

We have attached, as Exhibit I , each completed applicable Letter of Credit Application with respect to such LOC Purchase and such LOC Issuer.]

3. After giving effect to any Purchases under paragraph[s] 1 [and 2] above, the Asset Interest will be as reflected on a pro forma basis in the Information Package delivered to you on the date hereof.

[Signature follows]

Annex A, Page 2

We hereby confirm that all of the conditions precedent in the Agreement to any Purchase described herein (including as set forth in Section 5.2 thereof) have been satisfied and that, after giving effect to such Purchase, none of the events described in Section 5.2(b), (c) or (d) of the Agreement shall occur.


MYLAN SECURITIZATION LLC, as Seller

By:
		Responsible Officer

Annex A, Page 3

Schedule A

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

Attn: R. Greg Hurst

Tel: (212) 782-6963

Fax: (212) 782-6448

Email: rhurst@us.mufg.jp

PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue, 26th Floor

Pittsburgh, PA 15222-2707

Attn: William Falcon

Tel: (412) 762-5442

Fax: (412) 762-9184

Email: william.falcon@pnc.com

Market Street Funding, LLC

6525 Morrison Boulevard, Suite 318

Charlotte, NC 28211

Attn: Doris J. Hearn

Tel: (704) 365-1362

Fax: (704) 365-1362

Email: djhearn@amacar.com

Working Capital Management Co, LP

Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, NY 10020

Attn: Conduit Management Group

Tel: (212) 282-4998

Fax: (212) 282-4105

Email: david.krafchik@mizuhocbus.com

Victory Receivables Corporation

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

Attn: Aditya Reddy

Tel: (212) 782-6957

Fax: (212) 782-6448

Email: areddy@us.mufg.jp

Annex A,

Schedule A

Page 1

Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, NY 10020

Attn: Conduit Management Group

Tel: (212) 282-4998

Fax: (212) 282-4105

Email: david.krafchik@mizuhocbus.com

SunTrust Bank

SunTrust Robinson Humphrey, Inc.

Mail Code GA-ATL-3950

303 Peachtree St., NE, 24 ^th Floor

Atlanta, GA 30308

Attn: Emily Shields

Tel: (404) 813-0004

Fax: (404) 813-0000

Email: emily.shields@suntrust.com

Annex A,

Schedule A

Page 2

ANNEX B

FORM OF LETTER OF CREDIT APPLICATION (PNC)

[FOLLOWS]

Annex B-2

Page 1

SCHEDULE 6.1(f)

DISCLOSED MATTERS

Schedule 6.1(f), Page 1

Lorazepam and Clorazepate

On June 1, 2005, a jury verdict was rendered against Mylan Inc. (“Mylan” or the “Company”), Mylan Pharmaceuticals Inc. (“MPI”), and co-defendants Cambrex Corporation and Gyma Laboratories in the U.S. District Court for the District of Columbia in the amount of approximately $12.0 million, which has been accrued for by the Company. The jury found that Mylan and its co-defendants willfully violated Massachusetts, Minnesota and Illinois state antitrust laws in connection with API supply agreements entered into between the Company and its API supplier (Cambrex) and broker (Gyma) for two drugs, Lorazepam and Clorazepate, in 1997, and subsequent price increases on these drugs in 1998. The case was brought by four health insurers who opted out of earlier class action settlements agreed to by the Company in 2001 and represents the last remaining antitrust claims relating to Mylan’s 1998 price increases for Lorazepam and Clorazepate. Following the verdict, the Company filed a motion for judgment as a matter of law, a motion for a new trial, a motion to dismiss two of the insurers and a motion to reduce the verdict. On December 20, 2006, the Company’s motion for judgment as a matter of law and motion for a new trial were denied and the remaining motions were denied on January 24, 2008. In post-trial filings, the plaintiffs requested that the verdict be trebled and that request was granted on January 24, 2008. On February 6, 2008, a judgment was issued against Mylan and its co-defendants in the total amount of approximately $69.0 million, which, in the case of three of the plaintiffs, reflects trebling of the compensatory damages in the original verdict (approximately $11.0 million in total) and, in the case of the fourth plaintiff, reflects their amount of the compensatory damages in the original jury verdict plus doubling this compensatory damage award as punitive damages assessed against each of the defendants (approximately $58.0 million in total), some or all of which may be subject to indemnification obligations by Mylan. Plaintiffs are also seeking an award of attorneys’ fees and litigation costs in unspecified amounts and prejudgment interest of approximately $8.0 million. The Company and its co-defendants appealed to the U.S. Court of Appeals for the D.C. Circuit and have challenged the verdict as legally erroneous on multiple grounds. The appeals were held in abeyance pending a ruling on the motion for prejudgment interest, which has been granted. Mylan has contested this ruling along with the liability finding and other damages awards as part of its appeal, which was filed in the Court of Appeals for the D.C. Circuit. On January 18, 2011, the Court of Appeals issued a judgment remanding the case to the District Court for further proceedings based on lack of diversity with respect to certain plaintiffs. On June 13, 2011, Mylan filed a certiorari petition with the U.S. Supreme Court requesting review of the judgment of the D.C. Circuit. On October 3, 2011, the certiorari petition was denied. The case will now proceed before the District Court where several motions are currently pending. In connection with the Company’s appeal of the judgment, the Company submitted a surety bond underwritten by a third-party insurance company in the amount of $74.5 million. This surety bond is secured by an irrevocable letter of credit for $24.5 million issued under the Senior Credit Agreement.

Pricing and Medicaid Litigation

Beginning in September 2003, Mylan, MPI and/or UDL Laboratories Inc. (“UDL”), together with many other pharmaceutical companies, have been named in civil lawsuits filed by state attorneys general (“AGs”) and municipal bodies within the state of New York alleging generally that the defendants defrauded the state Medicaid systems by allegedly reporting “Average Wholesale Prices” and/or “Wholesale Acquisition Costs” that exceeded the actual selling price of the defendants’ prescription drugs, causing state programs to overpay pharmacies and other providers. To date, Mylan, MPI and/or UDL have been named as defendants in substantially similar civil lawsuits filed by the AGs of Alabama, Alaska, California, Florida, Hawaii, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, Missouri, Oklahoma, South Carolina, Texas, Utah and Wisconsin, and also by the city of New York and approximately 40 counties across New York State. Several of these cases have been transferred to the AWP multi-district litigation proceedings pending in the U.S. District Court for the District of Massachusetts for pretrial proceedings. Other cases will likely be litigated in the state courts in which they were filed. Each of the cases seeks money damages, civil penalties and/or double, treble or punitive damages, counsel fees and costs, equitable relief and/or injunctive relief. Certain of the cases that remain pending may go to trial in 2012. Mylan and its subsidiaries have denied liability and are defending each of these actions vigorously.

Schedule 6.1(f), Page 2

intervene in the action as to those defendants. The complaint alleged violations of the False Claims Act and set forth allegations substantially similar to those alleged in the state AG cases mentioned in the preceding paragraph and purported to seek nationwide recovery of any and all alleged overpayment of the “federal share” under the Medicaid program, as well as treble damages and civil penalties. In December 2010, the Company completed a settlement of this case (except for the claims related to the California federal share) and the Texas state action mentioned above. This settlement resolved a significant portion of the damages claims asserted against Mylan, MPI and UDL in the various pending pricing litigations. In addition, Mylan reached settlements of the Alabama, Alaska, Florida, Hawaii, Idaho, Iowa, Kansas, Kentucky, Massachusetts, Mississippi, New York state and county, South Carolina, and Utah state actions. The Company has also reached agreements in principle to settle the California (including the “federal share”), and Oklahoma actions, which settlements are contingent upon the execution of definitive settlement documents. With regard to the remaining state actions, the Company continues to believe that it has meritorious defenses and is vigorously defending itself in those actions. The Company had accrued approximately $157.0 million at December 31, 2010. Following settlements of certain of these matters and settlement payments of approximately $40.3 million during the year ended December 31, 2011, the Company has a remaining accrual of approximately $115.0 million at December 31, 2011. The Company reviews the status of these actions on an ongoing basis, and from time to time, the Company may settle or otherwise resolve these matters on terms and conditions that management believes are in the best interests of the Company. There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed the amounts currently provided for. However, the range of possible loss above the amount provided for cannot be reasonably estimated.

Dey Pharma, L.P. (“Dey”) is currently a defendant in several class actions brought by consumers and third-party payors. Dey has reached a settlement of these class actions, which has been preliminarily approved by the court. Additionally, a complaint was filed under seal by a plaintiff on behalf of the United States of America against Dey in August 1997. In August 2006, the Government filed its complaint-in-intervention and the case was unsealed in September 2006. The Government asserted that Dey was jointly liable with a codefendant and sought recovery of alleged overpayments, together with treble damages, civil penalties and equitable relief. Dey completed a settlement of this action in December 2010. These cases all have generally alleged that Dey falsely reported certain price information concerning certain drugs marketed by Dey, that Dey caused false claims to be made to Medicaid and to Medicare, and that Dey caused Medicaid and Medicare to make overpayments on those claims.

Under the terms of the purchase agreement with Merck KGaA, Mylan is fully indemnified for these claims and Merck KGaA is entitled to any income tax benefit the Company realizes for any deductions of amounts paid for such pricing litigation. Under the indemnity, Merck KGaA is responsible for all settlement and legal costs, and, as such, these settlements had no impact on the Company’s Consolidated Statements of Operations. At December 31, 2011, the Company has accrued approximately $67.8 million in other current liabilities, which represents its estimate of the remaining amount of anticipated income tax benefits due to Merck KGaA. During the year ended December 31, 2011 the Company paid approximately $60.0 million related to this matter to Merck KGaA which was previously accrued. Substantially all of Dey’s known claims with respect to this pricing litigation have been settled.

Modafinil Antitrust Litigation and FTC Inquiry

Schedule 6.1(f), Page 3

demand to Mylan, requesting additional information from the Company relating to the investigation. Mylan has cooperated fully with the government’s investigation and completed all requests for information. On February 13, 2008, the FTC filed a lawsuit against Cephalon in the U.S. District Court for the District of Columbia and the case has subsequently been transferred to the U.S. District Court for the Eastern District of Pennsylvania. On July 1, 2010, the FTC issued a third party subpoena to Mylan, requesting documents in connection with its lawsuit against Cephalon. Mylan has responded to the subpoena. Mylan is not named as a defendant in the FTC’s lawsuit, although the complaint includes certain allegations pertaining to the Mylan/Cephalon settlement.

Digitek ^® Recall

On April 25, 2008, Actavis Totowa LLC, a division of Actavis Group, announced a voluntary, nationwide recall of all lots and all strengths of Digitek (Digoxin tablets USP). Digitek was manufactured by Actavis and distributed in the United States by MPI and UDL. The Company has tendered its defense and indemnity in all lawsuits and claims arising from this event to Actavis, and Actavis has accepted that tender, subject to a reservation of rights. While the Company is unable to estimate total potential costs with any degree of certainty, such costs could be significant. Following the recall, approximately 1,000 lawsuits were filed against Mylan, UDL and Actavis. Most of these cases were transferred to the multi-district litigation proceedings pending in the U.S. District Court for the Southern District of West Virginia for pretrial proceedings. The remaining cases are being litigated in the state courts in which they were filed. Actavis has reached settlements in principle with the plaintiffs in a majority of the claims and lawsuits. Mylan and UDL will not contribute monetarily to the settlements, but will be dismissed with prejudice from any settled cases. Any lawsuits in which the plaintiffs choose to opt out of this settlement will continue to be litigated. As of January 23, 2012, approximately six plaintiffs who opted out of the settlement continue to pursue claims, and some of these cases may go to trial in 2012. An adverse outcome in these lawsuits or the inability or denial of Actavis to pay on an indemnified claim could have a materially negative impact on the Company’s financial position, results of operations or cash flows, although the range of possible loss cannot be reasonably estimated.

EU Commission Proceedings

On October 6, 2009, the Company received notice that the EU Commission was initiating an investigation pursuant to Article 20(4) of Regulation No. 1/2003 to explore possible infringement of Articles 81 and 82 EC by the Company and its affiliates. Mylan S.A.S., acting on behalf of its Mylan affiliates, has produced documents and other information in connection with the inquiry and has responded to other requests for additional information. The Company is cooperating with the Commission in connection with the investigation, and no statement of objections has been filed against the Company in connection with the investigation.

Schedule 6.1(f), Page 4

Commission in connection with any agreements between Lundbeck and Generics [U.K.] Ltd. concerning Citalopram. Generics [U.K.] Ltd. has responded and continues to respond to additional requests for information. Both companies are cooperating with the EU Commission. No statement of objections has been filed in connection with this investigation.

U.K. Office of Fair Trading

On August 12, 2011 Generics [U.K.] Ltd. received notice that the Office of Fair Trading was opening an investigation to explore the possible infringement of the Competition Act 1998 and Article 101 and 102 on the Functioning of the European Union, with respect to alleged agreements related to Paroxetine. Generics [U.K.] Ltd. has produced documents and information in connection with this inquiry and is continuing to cooperate with the investigation. No statement of objections has been filed in connection with this investigation.

Product Liability

The Company is involved in a number of product liability lawsuits and claims related to alleged personal injuries arising out of certain products manufactured and/or distributed by the Company, including but not limited to its fentanyl transdermal system, phenytoin and amnesteem. The Company believes that it has meritorious defenses to these lawsuits and claims and is vigorously defending itself with respect to those matters. From time to time, the Company has agreed to settle or otherwise resolve certain lawsuits and claims on terms and conditions that are in the best interests of the Company. During 2010, the Company accrued $41.0 million in connection with certain settlements and certain remaining claims. Following these settlements, the Company has paid approximately $15.0 million during the year ended December 31, 2011.

Other Litigation

Schedule 6.1(f), Page 5

SCHEDULE 6.1(l)

UCC DETAILS

Legal Name : Mylan Securitization LLC

Chief Executive Office / Location of Records :

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

Other Names : None.

Jurisdiction of Organization : Delaware

Organizational Identification Number : 5071731

FEIN : 32-0362866

Schedule 6.1(l), Page 1

SCHEDULE 6.1(m)

LOCK-BOX INFORMATION


Lockbox Name:		Mylan Securitization LLC (as of and at all times thereafter the initial Funded Purchase or initial LOC Purchase)

Lockbox DDA:		30734507

Lockbox #:		8980

Lockbox Type:		Wholesale DDA

Lockbox Location:		Delaware

Lockbox Address:		P.O. Box 7247-8980 Philadelphia, PA 19170-8980

Schedule 6.1(m), Page 1

SCHEDULE 6.2(m)

CREDIT AND COLLECTION POLICY

[*].

[*]	designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

Schedule 6.2(m), Page 1

SCHEDULE 13.2

ADDRESSES FOR NOTICES

If to MPI:

Mylan Pharmaceuticals Inc.

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

Attn: Trudy Burge

Tel: (304) 554-4706

Fax: (304) 285-6434

Email: trudy.burge@mylan.com

If to Seller:

Mylan Securitization LLC

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

Attn: Trudy Burge

Tel: (304) 554-4706

Fax: (304) 285-6434

Email: trudy.burge@mylan.com

If to Market Street:

Market Street Funding, LLC

6525 Morrison Boulevard, Suite 318

Charlotte, NC 28211

Attn: Doris J. Hearn

Tel: (704) 365-1362

Fax: (704) 365-1362

Email: djhearn@amacar.com

If to PNC:

PNC Bank, N.A.

225 Fifth Avenue

Floor 4

Pittsburgh, PA 15222

Attn: William Falcon

Tel: (412) 762-5442

Fax: (412) 705-1225

Email: william.falcon@pnc.com

Schedule 13.2, Page 1

If to SunTrust:

SunTrust Robinson Humphrey, Inc.

Mail Code GA-ATL-3950

303 Peachtree St., NE, 24 ^th Floor

Atlanta, GA 30308

Attn: Emily Shields

Tel: (404) 813-0004

Fax: (404) 813-0000

Email: emily.shields@suntrust.com

If to STRH:

SunTrust Robinson Humphrey, Inc.

Mail Code GA-ATL-3950

303 Peachtree St., NE, 24 ^th Floor

Atlanta, GA 30308

Attn: Emily Shields

Tel: (404) 813-0004

Fax: (404) 813-0000

Email: emily.shields@suntrust.com

If to WCMC:

Working Capital Management Co, LP

Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, NY 10020

Attn: Conduit Management Group

Tel: (212) 282-4998

Fax: (212) 282-4105

E-mail: david.krafchik@mizuhocbus.com

If to Mizuho:

Mizuho Corporate Bank, Ltd.

1251 Avenue of the Americas

New York, NY 10020

Attn: Conduit Management Group

Tel: (212) 282-4998

Fax: (212) 282-4105

E-mail: david.krafchik@mizuhocbus.com

Schedule 13.2, Page 2

If to Victory:

Victory Receivables Corporation

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

Attn: Aditya Reddy

Tel: (212) 782-6957

Fax: (212) 782-6448

E-mail: areddy@us.mufg.jp

With a copy to BTMUNY (as Agent)

If to BTMU:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

Attn: R. Greg Hurst

Tel: (212) 782-6963

Fax: (212) 782-6448

E-mail: rhurst@us.mufg.jp

Schedule 13.2, Page 3

EXHIBIT 3.1(a)

FORM OF INFORMATION PACKAGE

(attached)

Exhibit 3.1(a) Page 1

Exhibit 7.5(a)(iii)

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of February 21, 2012 among Mylan Pharmaceuticals Inc. (“ Servicer ”), Mylan Securitization LLC, the conduit purchasers from time to time party thereto, the committed purchasers from time to time party thereto, the purchaser agents from time to time party thereto, the LOC issuers from time to time party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement (including those incorporated by reference therein).

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Servicer.

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Servicer and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or an Unmatured Event of Default, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below.

4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Originator has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support thereof, are made and delivered this day of , 20 .




By:
Name:
Title:

Exhibit 7.5(a)(iii) Page 1

EXHIBIT 7.5(k)

CONTRACTUAL DILUTION ESTIMATE INFORMATION

[*]

[*]	designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

Exhibit 7.5(k), Page 1

Exhibit 10.2

PURCHASE AND CONTRIBUTION AGREEMENT

dated as of February 21, 2012

between

MYLAN PHARMACEUTICALS INC.,

as Originator and as Servicer

and

MYLAN SECURITIZATION LLC,

as Buyer

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS AND RELATED MATTERS		1

SECTION 1.1 Defined Terms		1

SECTION 1.2 Other Interpretive Matters		2

ARTICLE II AGREEMENT TO PURCHASE, SELL AND CONTRIBUTE		2

SECTION 2.1 Purchase, Sale and Contribution		2

SECTION 2.2 Timing of Purchases		2

SECTION 2.3 Purchase Price		2

SECTION 2.4 No Recourse or Assumption of Obligations		3

ARTICLE III ADMINISTRATION AND COLLECTION		3

SECTION 3.1 MPI to Act as Servicer, Contracts		3

SECTION 3.2 Deemed Collections		4

SECTION 3.3 Actions Evidencing Purchases		5

SECTION 3.4 Application of Collections		6

ARTICLE IV REPRESENTATIONS AND WARRANTIES		6

SECTION 4.1 Mutual Representations and Warranties		6

SECTION 4.2 Additional Representations and Warranties of Originator		8

ARTICLE V GENERAL COVENANTS		11

SECTION 5.1 Mutual Covenants		11

SECTION 5.2 Additional Covenants of Originator		12

SECTION 5.3 Reporting Requirements		14

SECTION 5.4 Negative Covenants of Originator		17

ARTICLE VI TERMINATION OF PURCHASES		18

SECTION 6.1 Voluntary Termination		18

SECTION 6.2 Automatic Termination		19

ARTICLE VII INDEMNIFICATION		19

SECTION 7.1 Originator’s Indemnity		19

SECTION 7.2 Contribution		22

ARTICLE VIII MISCELLANEOUS		22

SECTION 8.1 Amendments, etc.		22

SECTION 8.2 No Waiver; Remedies		22

-i-

TABLE OF CONTENTS

(continued)


	Page
SECTION 8.3 Notices, Etc.		23

SECTION 8.4 Binding Effect; Assignment		23

SECTION 8.5 Survival		23

SECTION 8.6 Costs, Expenses and Taxes		23

SECTION 8.7 Execution in Counterparts; Integration		24

SECTION 8.8 Governing Law		24

SECTION 8.9 Waiver of Jury Trial		25

SECTION 8.10 Consent to Jurisdiction; Waiver of Immunities		25

SECTION 8.11 Confidentiality		25

SECTION 8.12 No Proceedings		25

SECTION 8.13 No Recourse Against Other Parties		26

SECTION 8.14 Grant of Security Interest		26

SECTION 8.15 Binding Terms in Other Transaction Documents		26

SECTION 8.16 Severability		26

-ii-


ANNEX 1		UCC Details Schedule
ANNEX 2		Lock-Box Information
ANNEX 3		Notice Information
EXHIBIT 5.3		Form of Compliance Certificate

-iii-

PURCHASE AND CONTRIBUTION AGREEMENT

THIS PURCHASE AND CONTRIBUTION AGREEMENT dated as of February 21, 2012 (this “ Agreement ”) is between MYLAN PHARMACEUTICALS INC., a West Virginia corporation (“ MPI ”), as originator and seller (“ Originator ”), and as initial servicer (in such capacity, the “ Servicer ”), and Mylan Securitization LLC, a Delaware limited liability company (the “ Buyer ”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

SECTION 1.1 Defined Terms . In this Agreement, unless otherwise specified: (a) capitalized terms are used as defined in (or by reference in) Appendix A to the Receivables Purchase Agreement dated as of the date hereof (as amended, restated, modified or otherwise supplemented from time to time, the “ Receivables Purchase Agreement ” ) among Buyer, as Seller, MPI, as Servicer, the Conduit Purchasers from time to time party thereto, the Committed Purchasers from time to time party thereto, the Purchaser Agents from time to time party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent, and the LOC Issuers from time to time party thereto and (b) as used in this Agreement, unless the context otherwise requires, the following terms have the meanings indicated below:

“ Contract ” means a contract (including any purchase order or invoice) originally between Originator and any Person pursuant to or under which such Person shall be obligated to make payments to Originator with respect to the sale of goods or the furnishing of services from time to time. A “related” Contract with respect to a Receivable means a Contract under which such Receivable arises or which is relevant to the collection or enforcement of such Receivable.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Originator.

“ Initial Transfer Date ” has meaning given in Section 2.1 .

“ Related Assets ” means (a) all rights to, but not any obligations under, all Related Security with respect to the Receivables, (b) all Records, (c) all Collections in respect of, and other proceeds of, the Receivables or any other Related Security, (d) all lock-box accounts (and related lock-boxes, if any) related to the Receivables and all amounts, instruments or other items from time to time on deposit therein, (e) all rights and remedies of Originator under each lock-box agreement related to the lock-box accounts described in clause (d) (including the Lock-Box Agreements) and the other Transaction Documents and any other rights or assets pledged sold or otherwise transferred to Buyer hereunder, and (f) all the products and proceeds of any of the foregoing.

“ Obligations ” has the meaning given in Section 8.14 .

“ Purchase Price ” has the meaning given in Section 2.3(a) .

SECTION 1.2 Other Interpretive Matters . The interpretation of this Agreement, unless otherwise specified, is subject to part (B) of Appendix A to the Receivables Purchase Agreement.

ARTICLE II

AGREEMENT TO PURCHASE, SELL AND CONTRIBUTE

SECTION 2.1 Purchase, Sale and Contribution . Upon the terms and subject to the conditions set forth in this Agreement, on the date the earlier of the initial Funded Purchase or initial LOC Purchase (the “ Initial Transfer Date ”), Originator hereby sells or contributes, as applicable, to Buyer, and Buyer hereby purchases or acquires from Originator all of Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now owned or existing, hereafter arising, acquired or originated, or in which the Originator now or hereinafter has any rights, and wherever so located.

SECTION 2.2 Timing of Purchases . All of the Receivables existing at the opening of Originator’s business on the Initial Transfer Date are hereby sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. On and after the Initial Transfer Date until the Termination Date, each Receivable shall be deemed to have been sold to Buyer immediately (and without further action by any Person) upon the creation, origination or acquisition of such Receivable by the Originator. The Related Assets with respect to each Receivable shall be sold at the same time as such Receivable, whether such Related Assets exist at such time or arise, are created, acquired or are originated thereafter.

SECTION 2.3 Purchase Price . (a) The purchase price for the Receivables and the Related Assets shall equal the fair market value of the Receivables as agreed by Originator and Buyer at the time of purchase or acquisition (the “ Purchase Price ”).

(b) [Reserved].

(c) Buyer shall pay the Purchase Price due on any day in cash to the extent not paid as provided in clause (d) below; provided , however , to the extent that Buyer does not have funds available to pay such amount of Purchase Price due on any day in cash in full, Seller and Buyer shall agree that the Receivables allocable to the amount of such insufficiency shall be deemed to have been transferred by Originator to Buyer as a capital contribution, in return for an increase in the value of the equity interest in Buyer held by Originator.

(d) At the request of Originator, Buyer may also elect to pay all or part of the applicable Purchase Price for each purchase of Receivables and Related Assets to be made on any day by causing an LOC Issuer to issue a Letter of Credit, subject to the terms and conditions (including any limitations therein on the amount of any such issuance) for issuing Letters of Credit under the Receivables Purchase Agreement, in favor of beneficiaries selected by Originator in the Stated Amount requested by Originator. Originator shall not have reimbursement obligations in respect of any Letter of Credit. In the event that Originator requests that any purchases hereunder be paid for

by the issuance of Letters of Credit as described herein, Originator shall, on a timely basis, provide Buyer with such information as is necessary for Buyer to obtain such Letter of Credit from the LOC Issuers. The Stated Amount of each such Letter of Credit, as agreed by Buyer and Originator at the time of purchase, shall be applied as a deduction from the applicable Purchase Price that would otherwise be payable by Buyer on such date pursuant to clauses (a) through (c) this Section 2.3 , as applicable, in respect of the Receivables and Related Assets then being purchased.

(e) In connection with each such transfer, Seller and Originator shall record on or prior to the Reporting Date immediately following such transfer, and make such record available to Agent and each Purchaser Agent upon its reasonable request, the portion, if any, of the Purchase Price paid pursuant to clause (d) above, the portion, if any, paid in cash and the portion, if any, treated as a capital contribution for the related Settlement Period.

SECTION 2.4 No Recourse or Assumption of Obligations; Sale and Intent of the Parties . Except as specifically provided in this Agreement, the purchase and sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to Originator. Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales and/or valid contributions, as applicable, of Receivables and the Related Assets by Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of Originator’s estate in the event of Originator’s bankruptcy).

Buyer, Agent, Committed Purchasers, Conduit Purchasers, Purchaser Agents, LOC Issuers and the other Secured Parties shall not have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Agent, Committed Purchasers, Conduit Purchasers, Purchaser Agents, LOC Issuers or the other Secured Parties have any obligation or liability to any Obligor or other customer or client of Originator (including any obligation to perform any of the obligations of Originator under any Receivables or Related Assets).

ARTICLE III

ADMINISTRATION AND COLLECTION

SECTION 3.1 MPI to Act as Servicer, Contracts . (a) MPI shall be initially responsible for the servicing, administration and collection of the Receivables and the Related Assets for the benefit of Buyer and for the benefit of Agent (as Buyer’s assignee) on behalf of the Purchasers, all on the terms set out in (and subject to any rights to terminate MPI as Servicer and appoint a successor Servicer pursuant to) the Receivables Purchase Agreement.

(b) Buyer and Originator hereby grant to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of Buyer or Originator, as the case may be, any and all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any writing or other right of any kind held or transmitted by Buyer or Originator or transmitted or received

by Buyer or Originator in connection with any Receivable and any Related Assets (including under the related Records).

(c) Originator shall perform all of its obligations under the Receivables and Related Assets (including under the related Records) to the same extent as if the Receivables had not been sold or contributed, as applicable, hereunder and the exercise by each of Buyer, Servicer, Agent or any of their respective designees of its rights hereunder or under the Receivables Purchase Agreement shall not relieve Originator from any such obligations.

SECTION 3.2 Deemed Collections . (a) If on any day:

(i) the Unpaid Balance of any Receivable originated by Originator is: (A) reduced or cancelled as a result of any defective, rejected or returned merchandise or services, any cash discount, or any other adjustment by Servicer, Originator, any of their respective Affiliates or otherwise (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables), (B) reduced or cancelled as a result of a setoff or netting in respect of any dispute, claim or other action by the Obligor thereof against Servicer, Originator, any of their respective Affiliates or otherwise (whether such claim arises out of the same, a related or an unrelated transaction) (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables), (C) reduced or cancelled on account of the obligation of Servicer, Originator, any of their respective Affiliates or otherwise to pay to the related Obligor, or the payment of, any rebate, discount, refund or similar credit (other than any reduction or cancellation that would constitute credit recourse for uncollectible Receivables), (D) less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (E) extended, amended or otherwise modified or waived or any term or condition of any related Contract is amended, modified or waived (except to the extent covered by this clause (i) or expressly permitted by Section 8.2(b)(i) of the Receivables Purchase Agreement); or

(ii) any of the representations or warranties of Originator set forth in Section 4.2 were untrue when made or set forth in Section 4.2(a) , (c) or (j) are no longer true with respect to any Receivable;

then, on such day, Originator shall be deemed to have received a Collection of such Receivable:

modification, amendment or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer; or

(2) in the case of clause (ii) above, in the amount of the entire Unpaid Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such representations or warranties of Originator are or were untrue.

Collections deemed received by Originator under this Section 3.2(a) are herein referred to as “ Deemed Collections ”.

(b) Not later than the first Business Day after Originator is deemed pursuant to this Section 3.2 to have received any Deemed Collections, Originator shall transfer to Buyer immediately available funds in the amount of such Deemed Collections or make such application with respect to such funds as may be required by the Receivables Purchase Agreement. Upon receipt of the amount set forth in this clause (b) with respect to any Receivable with respect to which the event set forth in clause (a)(ii) above shall have occurred, Buyer shall, without further action, be deemed to have reconveyed such Receivable to the applicable Originator as soon as such Receivable is released to it by the Agent.

SECTION 3.3 Actions Evidencing Purchases . (a) On or prior to the Initial Transfer Date, Originator shall mark its master data processing records evidencing Receivables and Contracts with a legend, acceptable to Buyer and Agent, evidencing that the Receivables have been sold or contributed, as applicable, in accordance with this Agreement and neither Originator nor Servicer shall change or remove such notation without the consent of Buyer and Agent (acting with the consent, or at the direction of, each of the Purchaser Agents). In addition, Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that Buyer or its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or its assigns to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets. Without limiting the generality of the foregoing, Originator will upon the request of Buyer or its assignee: (i) authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; and (ii) upon and after the occurrence of an Event of Default, mark conspicuously each Contract evidencing each Receivable with a legend, acceptable to Buyer and Agent, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement.

(b) Originator hereby authorizes Buyer, its assignees or their respective designee (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and the Related Assets now existing or hereafter arising in the name of Originator and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables and the Related Assets.

(c) Without limiting the generality of subsection (a), Originator shall authorize and deliver and file or cause to be filed appropriate continuation statements not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.

SECTION 3.4 Application of Collections . Unless Buyer instructs otherwise, any payment by an Obligor in respect of any indebtedness owed by it to Originator shall, except as otherwise specified in writing by such Obligor (whether before or after receipt of such payment), or required by the related Contracts or Law, be applied, first , as a Collection of any Receivable or Receivables then outstanding of such Obligor, with such Receivables being paid in the order of the oldest first, starting with the oldest of such Receivables and, second , to any other indebtedness of such Obligor.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Mutual Representations and Warranties . Originator represents and warrants to Buyer, and Buyer represents and warrants to Originator, as of the date hereof and as of each date on which a purchase and sale or contribution, as applicable, is made hereunder, as follows:

(a) Organization and Good Standing . It has been duly organized in, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the Laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted as contemplated herein and had at all relevant times, and now has, all necessary power, authority, and legal right to carry out the transactions contemplated in this Agreement, except, solely with respect to the Originator, where failure would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.

(b) Due Qualification . It is duly qualified to do business as a foreign organization, in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except solely with respect to Originator, where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Power and Authority; Due Authorization . It (i) has all necessary power, authority and legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, (B) carry out the terms of the Transaction Documents to which it is a party, (C) with respect to Originator, sell, assign or contribute the Receivables and the Related Assets on the terms and conditions herein provided and (D) with respect to Buyer, purchase, acquire and own the

Receivables and the Related Assets on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party in its capacity and on the terms and conditions herein or therein provided.

(d) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by such party when duly executed and delivered by it will constitute, a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Law.

(e) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof and thereof will not, (i) conflict with, result in any breach or (without notice or lapse of time or both) a default under (A) its articles or certificate of incorporation, by-laws, certificate of formation or limited liability company agreement, as applicable, or (B) any indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Lien upon any of its material properties pursuant to the terms of any such indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its material properties is bound, other than any Lien created in connection with this Agreement and the other Transaction Documents, or (iii) violate any Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties; except with respect to any violation or default referred to in clauses (i)(B) or (iii) above with respect to the Originator, and clause (iii) above with respect to the Buyer, to the extent that such violation or default could, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

(f) Bulk Sales Act . No transaction contemplated hereby requires compliance by it with any bulk sales act or similar Law.

(g) No Proceedings . No actions, suits or proceedings are pending or, to the best of its knowledge, threatened before, and no investigations, injunctions, decrees or other decisions have been issued or, to the best of its knowledge, will be issued by any Governmental Authority, that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, other than the Disclosed Matters (only if such Disclosed Matters could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of the type described in clauses (a) through (c) of the definition thereof), and (ii) no threat by any Person has been made to attempt to (A) invalidate this Agreement or any other Transaction Document to which it is a party, (B) prevent the servicing of the Receivables or the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party, and (C) obtain any injunction, decree or other decision against Seller, MPI, Servicer, Originator

or Performance Guarantor that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (and solely with respect to this clause (C) and solely with respect to MPI, Servicer, Originator or Performance Guarantor, the Disclosed Matters and only if such Disclosed Matters could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of the type described in clauses (a) through (c) of the definition thereof) or would prevent it from conducting its business operations related to the Receivables, its servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents to which it is a party.

(h) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party or the transactions contemplated thereby, except for the filing of the UCC financing statements referred to in this Agreement and Article V of the Receivables Purchase Agreement, all of which, at the time required in Article V of the Receivables Purchase Agreement, shall have been duly made and shall be in full force and effect.

(i) Investment Company Act . It is not (i) required to register as an “Investment Company” or (ii) “controlled” by an “Investment Company”, under (and as to each such term, as defined in) the Investment Company Act.

(j) Ordinary Course of Business . Each remittance of Collections on the Receivables transferred by Originator to Buyer (or its assignees) under this Agreement or pursuant to the other Transaction Documents will have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

SECTION 4.2 Additional Representations and Warranties of Originator . Originator represents and warrants to Buyer as of the date hereof and as of each date on which a purchase and sale or contribution, as applicable, is made hereunder (except for the representation in clause (l) , which is made only as of the date hereof), as follows:

(a) Valid Sale . This Agreement constitutes an absolute and irrevocable valid sale, transfer and assignment or contribution, as applicable, of the Receivables originated by Originator and the Related Assets to Buyer, or alternatively the granting of a valid security interest in the Receivables and the Related Assets to Buyer, enforceable against creditors of, and purchasers from Originator. The Purchase Price payable for any Receivable under Section 2.3 constitutes fair consideration and reasonably equivalent value for such Receivable and the Related Assets and is comparable to the sale price for such assets that could generally be obtained by Originator in the marketplace from unaffiliated Persons in comparable transactions.

(b) Use of Proceeds . The use of all funds obtained by Originator under this Agreement will not conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.

(c) Quality of Title . Prior to its sale or contribution (or simultaneously with such sale or contribution), as applicable, to Buyer hereunder, each Receivable, together with the Related Assets, is owned by it free and clear of any Lien (other than any Lien arising under any Transaction Document); when Buyer makes a purchase or acquires such Receivable and Related Assets by contribution, as applicable, Buyer shall have acquired, for fair consideration and reasonably equivalent value (and Originator represents and warrants that it has taken all steps under the UCC necessary to transfer such good title and ownership interests in such assets), free and clear of any Lien (other than any Lien arising under any Transaction Document or solely as the result of any action taken by Buyer or Agent (or any assignee thereof) pursuant to the Receivables Purchase Agreement); and no financing statement or other instrument similar in effect covering any Receivable, any interest therein, and the Related Assets is on file in any recording office, except such as may be filed (i) in favor of Originator or Buyer in accordance with the Contracts or any Transaction Document (and assigned to Agent), (ii) in favor of Buyer in accordance with this Agreement or any Transaction Document (and assigned to the Agent), (iii) in connection with any Lien arising solely as the result of any action taken by Agent (or any assignee thereof) or (iv) in favor of any Purchaser or Agent in accordance with the Receivables Purchase Agreement or any Transaction Document.

(d) Accurate Reports . No Information Package (to the extent information therein was supplied by Originator or any of its Subsidiaries or Affiliates) or any other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of Originator to Buyer, Agent, any Liquidity Provider, Purchaser, Purchaser Agent, any LOC Issuer or any other Secured Party in connection with this Agreement, the Receivables Purchase Agreement or any other Transaction Document (including by Servicer) was or will be untrue or inaccurate in any material respect as of the date it was or will be dated or (except as otherwise disclosed in writing to Agent, Buyer, Purchasers, Purchaser Agents, LOC Issuer and such Liquidity Providers at such time and such other Secured Parties at such time) as of the date so furnished.

(e) UCC Details . Originator’s true legal name as registered in the sole jurisdiction in which it is organized, the jurisdiction of such organization, its organizational identification number, if any, as designated by the jurisdiction of its organization, its federal employer identification number, if any, and the location of its chief executive office and principal place of business and the offices where Originator keeps all its Records are specified in Annex 1 (or at such other locations, notified to Agent and Buyer in accordance with Section 7.1(f) of the Receivables Purchase Agreement), in jurisdictions where all action required by Section 8.5 of the Receivables Purchase Agreement has been taken and completed. Except as described in Annex 1 , Originator has no, and has never had any, trade names, fictitious names, assumed names or “doing business as” names and Originator has never changed the location of its chief

executive office or its true legal name, identity or corporate structure. Originator is organized only in a single jurisdiction.

(f) Lock-Box Accounts . The names and addresses of all Lock-Box Banks, together with the account numbers of the lock-box accounts of Originator at such Lock-Box Banks, are specified in Annex 2 (or have been notified to and approved by Buyer and by Agent and each Purchaser Agent in accordance with Section 7.3(d) of the Receivables Purchase Agreement).

(g) No Disclosure Required . Under applicable Law in effect on the Closing Date, Originator is not required to file a copy of this Agreement or any other Transaction Document with the SEC or any other Governmental Authority, except for the filing of the UCC financing statements referred to in Article V of the Receivables Purchase Agreement, all of which, at the time required in Article V of the Receivables Purchase Agreement, shall have been duly made and shall be in full force and effect and the filing of a copy of this Agreement, the Receivables Purchase Agreement and the Performance Guaranty with the SEC as part of the filings required of or applicable to Performance Guarantor.

(h) Tax Returns and Status . Originator has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (B) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than such taxes, assessments and other governmental charges the validity of which is being contested in good faith or to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect).

(i) Servicing Programs . No license or approval is required for Servicer’s, Buyer’s or Agent’s use of any software or other computer program used by Originator in the servicing of the Receivables, other than those which have been obtained and are in full force and effect.

(j) Credit and Collection Policies; Law . Originator has complied with its Credit and Collection Policies in all material respects and such policies have not changed in any material respect since the Closing Date, except with the prior written consent of Buyer, Agent and each Purchaser Agent. Originator has complied with all applicable Law except where such noncompliance, individually or in the aggregate, would not, individually or in the aggregate, have a Material Adverse Effect.

(k) Eligible Receivables . Each Receivable shall be an Eligible Receivable on the date of any sale or contribution hereunder, unless otherwise specified in the first Information Package that includes such Receivable and each Receivable represented by it in any capacity in any Information Package or other report or written statement provided to Buyer (or its assignees) as an Eligible Receivable was an Eligible Receivable when so included or reported.

(l) Adverse Change in Receivables . Solely as of the date hereof, since November 7, 2011, there has been no material adverse change in the value, validity, enforceability, collectibility or the payment history of the Receivables originated by Originator.

(m) Financial Condition . (i) The consolidated financial statements of Performance Guarantor delivered in connection with the Closing Date or, if later, most recently delivered pursuant to Section 5.3(b) , are true and correct in all material respects and present fairly in all material respects the consolidated financial condition and operations of MPI and Performance Guarantor as of such date, and its results of operations as of the dates and for the period then ended, all in accordance with generally accepted accounting principles consistently applied.

(n) ERISA . Originator, Performance Guarantor and their respective ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each employee benefit plan of Originator or Performance Guarantor subject to such standards and is in compliance in all material respects with the applicable provisions of ERISA, and has not incurred any liability to the Pension Benefit Guaranty Corporation or any employee benefit plan of Originator under Title IV of ERISA other than a liability to the Pension Benefit Guaranty Corporation for premiums under Section 4007 of ERISA or any employee benefit plan of Originator or Performance Guarantor under Title IV of ERISA with respect to a plan termination under Section 4007 of ERISA. No steps have been taken by any Person to terminate any Plan the assets of which are not sufficient to satisfy all of its benefit liabilities under Title IV of ERISA.

(o) No Event of Default . No event has occurred and is continuing and no condition exists, or would result from the sale, transfer and assignment or contribution of the Receivables originated by Originator, that constitutes or may reasonably be expected to constitute an Event of Default.

ARTICLE V

GENERAL COVENANTS

SECTION 5.1 Mutual Covenants . At all times prior to the Final Payout Date, Buyer and Originator shall, unless Agent and each Purchaser Agent shall otherwise consent in writing:

(a) Compliance with Laws, Etc . Comply in all respects with all applicable Laws with respect to it, the Receivables and the related Contracts except, solely with respect to Originator, to the extent such non compliance would not and could not reasonably be expected to have a Material Adverse Effect.

(b) Preservation of Existence . Except as expressly permitted by Section 5.4(e) , preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a

foreign organization in each jurisdiction where the failure to qualify or preserve or maintain such existence, rights, franchises, privileges and qualification would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Separateness . (i) To the extent applicable to it, observe the applicable legal requirements for the recognition of Buyer as a legal entity separate and apart from MPI and any Affiliate of MPI, including complying with (and causing to be true and correct) each of the facts and assumptions contained in the opinions of Skadden, Arps, Slate, Meagher & Flom LLP delivered pursuant to Section 5.1(j) of the Receivables Purchase Agreement regarding “true sale” and “substantive consolidation” matters (and any later bring-downs or replacements of such opinions) and (ii) not take any actions inconsistent with the terms of Section 7.8 of the Receivables Purchase Agreement or Buyer’s limited liability company agreement.

SECTION 5.2 Additional Covenants of Originator . At all times prior to the Final Payout Date, Originator shall:

(a) Inspections . (i) From time to time, upon reasonable prior notice and during regular business hours permit any representatives designated by Buyer, Agent, each Purchaser Agent and each LOC Issuer and any of their respective agents or representatives including certified public accountants or other auditors or consultants, on a coordinated basis (A) to examine and make copies of and abstracts from all Records in the possession or under the control of Originator or its Affiliates or agents, and (B) to visit the offices and properties of Originator or its agents for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Receivables originated by Originator or Originator’s performance hereunder with any of the officers or employees of Originator or its Affiliates having knowledge of such matters and (ii) use commercially reasonable efforts to make its independent accountants available to discuss the affairs, finances and condition of the Originator, all at such reasonable times and as often as reasonably requested and in all cases subject to applicable Law and the terms of applicable confidentiality agreements; provided, that (x) any Purchaser, any Purchaser Agent, each LOC Issuer, Agent and any of their respective agents or representatives including certified public accountants or other auditors or consultants will conduct such requests for visits and inspections through the Agent and (y) unless an Event of Default has occurred that has not been waived in accordance with the terms of this Agreement, such visits, inspections and discussions shall be limited to two per calendar year and at the sole costs and expense of the Purchasers; provided further that (a) one such visit, inspection and discussion shall be coordinated with the preparation of the annual agreed upon procedures report required pursuant to Section 7.5(f) of the Receivables Purchase Agreement) and coordinated with any visits, inspections and discussions with the Servicer pursuant to Section 7.4(c) of the Receivables Purchase Agreement and (b) after the occurrence of any Event of Default that has not been waived in accordance with the terms of this Agreement all such activities shall be at the sole cost and expense of the Originator and no limitation shall be imposed on the number of visits, inspections or discussions. Each Purchaser, each Purchaser Agent, LOC Issuer, Agent and any of their respective agents or

representatives including certified public accountants or other auditors or consultants shall provide the Originator the opportunity to participate in any discussions with the Originator’s independent accountants.

(b) Keeping of Records and Books of Account; Delivery . Maintain and implement, or cause to be maintained and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Receivables and Related Assets in the event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained, all documents, books, records and other information necessary or advisable for the collection of all Receivables and Related Assets (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable received, made or otherwise processed on that day). Upon request of Agent, any Purchaser Agent or Buyer, deliver the originals of all Contracts to the Agent or Buyer, together with electronic and other files applicable thereto, and other Records necessary to enforce the related Receivable against the Obligor thereof.

(c) Performance and Compliance with Receivables and Contracts . At its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts and the Receivables, unless, with respect to a Receivable, Originator or Servicer makes a Deemed Collection payment in respect of the entire Unpaid Balance thereof in accordance with Section 3.2(a)(ii) .

(d) Location of Records . Keep its chief executive office and principal place of business, and the offices where it keeps its Records (and all original documents relating thereto), at the address(es) of Originator referred to in Annex 1 or, upon thirty (30) days’ prior written notice to Buyer, Agent and each Purchaser Agent, at such other locations in jurisdictions where all action required by Section 8.5 of the Receivables Purchase Agreement shall have been taken and completed.

(e) Credit and Collection Policies; Business . Until such Receivable is sold or contributed to Buyer, comply in all material respects with its Credit and Collection Policy in regard to each Receivable and the Related Assets and not agree to any material changes thereto (including changes that would materially impair the value, validity, collectibility or enforceability of, or materially increase the days-to-pay, Dilution or Contractual Dilution in excess of the Contractual Dilution Estimate at such time with respect to, any Receivables) without the prior written consent of Buyer, each Purchaser Agent and Agent.

(f) Collections . Instruct all Obligors to cause all Collections of Receivables to be deposited directly with a Lock-Box Bank or a lock-box maintained by a Lock-Box Bank and related to an account covered by a Lock-Box Agreement. In the event Originator or any of its Affiliates receives any Collections, such Person will deposit such Collections in a lock-box account with a Lock-Box Bank covered by a Lock-Box

Agreement within two (2) Business Days of such receipt. In the event a Lock-Box Agreement is terminated, direct the applicable Lock-Box Bank to direct payments received into the applicable lock-box or amounts deposited into the applicable lock-box account, as directed by the Agent.

(g) Agreed Upon Procedures . Cooperate reasonably with Servicer and the designated accountants for each annual agreed upon procedures report required pursuant to Section 7.2(e) of the Receivables Purchase Agreement.

(h) Frequency of Billing . Prepare and deliver invoices with respect to all Receivables in accordance with the Credit and Collection Policies, but in any event no less frequently than monthly.

(i) Enforcement of Performance Guaranty . On its own behalf and on behalf of Purchasers and Agent, shall promptly enforce all covenants and obligations of the Performance Guarantor in the Performance Guaranty and shall deliver consents, approvals, directions, notices, waivers and take other actions under the Performance Guaranty, as applicable, as may be reasonably directed by Agent.

(j) Filing of Financing Statements . (i) Within two (2) Business Days of the Closing Date, Buyer shall direct the Agent or its agent to file the financing statements described in the Receivables Purchase Agreement to be duly filed in the appropriate jurisdictions as described in the security interest opinion delivered on the date hereof by Skadden, Arps, Slate, Meagher & Flom LLP or other counsel to the Buyer.

SECTION 5.3 Reporting Requirements . From the date hereof until the Final Payout Date, Originator will furnish to Buyer and to Agent and each Purchaser Agent, unless Agent and each Purchaser Agent shall otherwise consent in writing, each of the following:

(a) (i) Quarterly Financial Statements . As soon as available and in any event within forty-five (45) days after the end of the first three (3) quarterly periods of each of its fiscal years, the unaudited consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries (including Originator) as at the close of each such period and related statements of income and cash flows for Performance Guarantor and its consolidated Subsidiaries, in conformity with generally accepted accounting principles, subject to normal year-end audit adjustments and the absence of footnotes, for the period from the beginning of such fiscal year to the end of such quarterly period, all certified by a Financial Officer;

recognized firm of independent certified public accountants reasonably acceptable to Buyer (or its assigns) with respect to such fiscal year (without a “going-concern” or like qualification or exception and without any qualification or exception as to the scope of such audit); and

(iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit 5.3 signed by an authorized officer of Originator and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

Financial statements shall be deemed to have been delivered if such statements and information shall have been posted by or on behalf of Originator on its website or shall have been posted on IntraLinks or similar site to which all of the Agent and Purchaser Agents have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.

(b) Financial Statements and Other Information . Originator will furnish to Buyer and Agent:

(i) promptly after the same becomes publicly available, copies of all proxy statements, financial statements and regular or special reports which Performance Guarantor sends to its stockholders;

(ii) promptly following a request therefor, any documentation or other information that Buyer, Agent, any Purchaser Agent, any LOC Issuer or any Purchaser reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti money laundering rules and regulations, including the USA PATRIOT Act; and

(iii) from time to time such further information regarding the business, affairs and financial condition of such Originator and its subsidiaries as Buyer, Agent or any Purchaser Agent shall reasonably request.

The information set forth in sub clause (i) of this clause (b) shall be deemed to have been delivered if such statements and information shall have been posted by or on behalf of the Originator on its website or shall have been posted on IntraLinks or similar site to which all of the Agent and Purchaser Agents have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.

(c) ERISA. Written notice of any ERISA Event that Originator becomes aware of, the occurrence of which, alone or together with any other ERISA Event that has occurred, could reasonably be expected to result in a Material Adverse Effect.

(d) Events of Default . If the Servicer is MPI (or an Affiliate of MPI), MPI shall deliver prompt notice of its knowledge of the occurrence of each Event of Default, each Unmatured Event of Default, any failure by Performance Guarantor to comply with

the Financial Covenants set forth in the Credit Agreement, or any draw on a Letter of Credit, accompanied by a written statement of an appropriate officer of MPI setting forth details of such event and the action that MPI proposes to take with respect thereto, such notice to be provided as soon as possible and in any event within five (5) Business Days after MPI obtains knowledge of any such event. If the Servicer is not MPI (or an Affiliate of MPI), Originator shall deliver prompt notice of the occurrence of each Event of Default, each Unmatured Event of Default and any draw on a Letter of Credit, accompanied by a written statement of an appropriate officer of such Originator setting forth details of such event and the action that Originator, as applicable, proposes to take with respect thereto, such notice to be provided as soon as possible and in any event within five (5) Business Days after Originator obtains knowledge of any such event.

(e) Servicing Programs . If the Servicer is MPI (or an Affiliate of MPI) or an Event of Default has occurred and has not been waived in accordance with the terms of the Receivables Purchase Agreement and a license or approval is required for Agent or such successor Servicer’s use of any software or other computer program used by such Servicer in the servicing of the Receivables, then Originator shall at its own expense use commercially reasonable efforts to arrange for Agent and such successor Servicer to receive any such required license or approval.

(f) Litigation . As soon as possible and in any event within five (5) Business Days of Originator’s knowledge thereof, notice of (a) any action, suit or proceeding by or before any arbiter or Governmental Authority initiated against (i) Originator, Performance Guarantor or Servicer which may exist at any time which as had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would prevent it from conducting its business operations relating to the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents or (ii) Buyer and (b) any development in previously disclosed action, suit or proceeding which, individually or in the aggregate, is materially adverse in the Originator’s reasonable determination.

(g) Change in Credit and Collection Policies or Business . (i) Prior to its effective date, notice of (a) any material change in the Credit and Collection Policies, and (b) any change in the character of Originator’s or Performance Guarantor’s business that has or could reasonably be expected to, individually or the aggregate, materially and adversely affect the ability of Originator or Performance Guarantor to perform its respective obligations hereunder or otherwise have a Material Adverse Effect or would prevent it from conducting its business operations relating to the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents and (ii) within thirty (30) days of each annual anniversary of the Closing Date, a current copy of the Credit and Collection Policies.

(h) Change in Accounting Policy . Promptly notify Buyer, Agent and each Purchaser Agent of any material change in the accounting policy of Originator or Performance Guarantor if such change relates to the Receivables or the origination or servicing thereof or the transactions contemplated by the Transaction Documents.

(i) Other Information . From time to time, such Records or other information, documents, records or reports respecting the condition or operations, financial or otherwise, of Buyer, any Originator, Servicer, Performance Guarantor or MPI as Agent, any Purchaser Agent or Buyer may from time to time reasonably request in order to protect the interests of Buyer, Agent or Purchasers under or as contemplated by this Agreement or any other Transaction Document.

SECTION 5.4 Negative Covenants of Originator . From the date hereof until the Final Payout Date, each Originator shall not, without the prior written consent of Buyer, do or permit to occur any act or circumstance with which it has covenanted not to do or permit to occur in any Transaction Document to which it is a party in any capacity, or:

(a) Sales, Liens, Etc . Except as otherwise provided herein and in the other Transaction Documents, sell, assign (by operation of Law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, (i) the Receivables, Related Assets or the proceeds thereof (except for the lien on the Receivables existing prior to the Initial Transfer Date that is released simultaneously upon the initial transfer of such Receivables to the Buyer in accordance with Section 2.2 ) or any interest therein, or any lock-box account to which any Collections of any of the foregoing are sent, or any right to receive income or proceeds (other than the Purchase Price paid to Originator hereunder or any proceeds of Collections remitted to Originator hereunder to the extent Originator owes no other amounts hereunder) from or in respect of any of the foregoing), or purport to do any of the foregoing, or (ii) with respect to MPI, prior to the Final Payout Date, its equity interest in Buyer, if any.

(b) Extension or Amendment of Receivables . Except as otherwise permitted in Section 8.2(b) of the Receivables Purchase Agreement, extend, amend or otherwise modify the terms of any Receivable originated by Originator or amend, modify or waive any term or condition of any related Contract in any respect that would or could reasonably be expected to, individually or in the aggregate, materially and adversely affect the payment (including the timing thereof), the value, the validity, the collectibility, or the enforceability of, or the exercise of any rights with respect to the related Receivables by it or Agent or otherwise, that would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in each case, unless a Deemed Collection payment in respect of the related Receivable is made in connection therewith.

(c) Change in Credit and Collection Policies, Business or Transaction Documents . (i) Make or consent to any change in the Credit and Collection Policies that could materially impair the value, validity, collectibility or enforceability of, or increase the days-to-pay, Dilution or Contractual Dilution in excess of the Contractual Dilution Estimate at such time with respect to, any Receivable or otherwise make any material change thereto without the prior written consent of Buyer, Agent and each Purchaser Agent, (ii) make any change in the character of its business that would have or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in either case, without the prior written consent of Buyer, Agent and each Purchaser Agent or (iii) amend any other Transaction Document to which it is a party, in

any capacity, without the prior written consent of Buyer, Agent and each Purchaser Agent.

(d) Change in Lock-Boxes . (i) Add any bank or lock-box account not listed on Annex 2 as a Lock-Box Bank or lock-box account unless Agent shall have previously approved and received duly executed copies of all Lock-Box Agreements and/or amendments thereto covering each such new bank and lock-box account or (ii) terminate any Lock-Box Bank, Lock-Box Agreement or related lock-box account without the prior written consent of Buyer, Agent and each Purchaser Agent and, in each case, only if all of the payments from Obligors that were being sent to such Lock-Box Bank will, upon termination of such Lock-Box Bank and at all times thereafter, be deposited in a lock-box account with another Lock-Box Bank covered by a Lock-Box Agreement.

(e) Mergers, Sales, Etc . Consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of its assets to, any other Person, or discontinue or eliminate any business line or segment; provided , that any Affiliate (other than Buyer) may merge into Originator in a transaction in which Originator is the surviving Person.

(f) Deposits to Accounts . Deposit or otherwise credit, or cause or permit to be so deposited or credited, or direct any Obligor to deposit or remit, any Collection or proceeds thereof to any account (or related lock–box, if applicable) not covered by a Lock-Box Agreement (including any organizational or operational account of Originator or any of its Affiliates) (other than a de minimis amount of payments misdirected by the Obligor).

(g) Change in Organization, Etc . Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement filed or other action taken to perfect Buyer’s or Agent’s interests hereunder and under the Receivables Purchase Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless Originator shall have given Buyer, Agent and each Purchaser Agent not less than sixty (60) days’ prior written notice of such change and shall have cured such circumstances. Originator shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States in which Article Nine of the UCC (2001 or later revision) is in effect.

(h) Actions Contrary to Separateness . Take any action inconsistent with the terms of Section 7.8 of the Receivables Purchase Agreement.

ARTICLE VI

TERMINATION OF PURCHASES

SECTION 6.1 Voluntary Termination . The sale or contribution by Originator of Receivables and Related Assets, as applicable, by Originator pursuant to this Agreement may be terminated by any party hereto, upon reasonable notice to the other parties hereto, at any time

when the Purchasers’ Total Investment is equal to zero and no Commitment is outstanding under the Receivables Purchase Agreement.

SECTION 6.2 Automatic Termination . The sale or contribution of Receivables and Related Assets, as applicable, by Originator pursuant to this Agreement shall automatically terminate if (a) an Event of Bankruptcy shall have occurred and remain continuing with respect to Originator or Buyer, (b) the Buyer’s net worth (as calculated in accordance with generally accepted accounting principles consistently applied), at any time, is less than $6,000,000 or (c) all Obligations have been indefeasibly paid and satisfied.

ARTICLE VII

INDEMNIFICATION

SECTION 7.1 Originator’s Indemnity . (a) General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable Law, but subject to Sections 7.1(b) and 8.6 , Originator hereby agrees to indemnify and hold harmless Buyer, Buyer’s Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all officers, members, managers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “ Originator Indemnified Party ”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees), including attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes (all of the foregoing being collectively referred to as “ Originator Indemnified Amounts ”) awarded against or incurred by any of them arising out of, relating to or in connection with the Transaction Documents, any of the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), the ownership, maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets, the issuance or drawing of any Letter of Credit or arising out of or relating to or in connection with the actions of Buyer, MPI, Performance Guarantor, Originator or any Affiliate of any of them; provided , however , notwithstanding anything to the contrary in this Article VII , Originator Indemnified Amounts shall be excluded solely to the extent (x) they have resulted solely from the gross negligence or willful misconduct on the part of such Originator Indemnified Party and (y) they constitute recourse with respect to a Receivable by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Without limiting the foregoing, Originator shall indemnify, subject to the express limitations set forth in this Section 7.1 , and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to, or in connection with:

(i) the transfer by Originator of any interest in any Receivable other than the sale or contribution, as applicable, of any Receivable and Related Assets to Buyer pursuant to this Agreement and the grant of a security interest to Buyer pursuant to this Agreement;

(ii) any representation or warranty made by Originator (or any of its officers) under or in connection with any Transaction Document, any Information

Package or any other information or report delivered by or on behalf of Originator pursuant hereto, which shall have been untrue, false or misleading when made or deemed made;

(iii) the failure of Originator or Performance Guarantor to comply with the terms of any Transaction Document or any applicable Law (including with respect to any Receivable or the Related Assets), or the nonconformity of any Receivable or Related Assets with any such Law;

(iv) the lack of an enforceable ownership interest or a first priority perfected Lien in the Receivables (and all Related Assets) transferred, or purported to be transferred, to Buyer pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person);

(v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or under any other applicable Laws with respect to any Receivable transferred by Originator, or purported to be transferred by Originator, to Buyer pursuant to this Agreement as may be necessary from time to time to perfect Buyer’s or the Agent’s interest therein;

(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool transferred, or purported to be transferred, to Buyer pursuant to this Agreement (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vii) any failure of Originator to perform its duties or obligations in accordance with the provisions of any Transaction Document;

(viii) any suit or claim related to the Receivables transferred, or purported to be transferred, to Buyer pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the subject of any such Receivable to the extent not covered pursuant to Section 8.5 );

(x) the failure of Originator or any predecessor in interest to notify any Obligor of the assignment pursuant to the terms hereof of any Receivable to Buyer (and subsequently, pursuant to the Receivables Purchase Agreement, to Agent for the benefit of Purchasers) or the failure to require that payments (including any under the related insurance policies) be made directly to Buyer pursuant to the terms hereof (and subsequently, pursuant to the Receivables Purchase Agreement, to Agent for the benefit of Purchasers);

(xi) failure by Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction;

(xii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred, or purported to be transferred, to Buyer pursuant to this Agreement, all interest and penalties thereon or with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending against the same, which Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of any Receivables (or of any interest therein) or Related Assets or any goods which secure any such Receivables or Related Asset;

(xiii) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous taxes or the failure by Originator to timely collect and remit to the appropriate authority any such taxes;

(xiv) any commingling by Originator or Servicer of any funds relating to the Receivables with any of its own funds or the funds of any other Person;

(xv) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or

(xvi) any inability of Originator or Buyer to assign any Receivable or other Related Asset as contemplated under the Transaction Documents; or the violation or breach by Originator of any confidentiality provision, or of any similar covenant of non-disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach; or

(xvii) any and all amounts paid or payable by the Buyer pursuant to Sections 4.2 , 4.3 , or 13.6 of the Receivables Purchase Agreement.

(b) Contest of Tax Claim; After-Tax Basis . If any Originator Indemnified Party shall have notice of any attempt to impose or collect any Tax or governmental fee or charge for which indemnification will be sought from Originator under this Article VII , such Originator Indemnified Party shall give prompt and timely notice of such attempt to Originator, and Originator shall have the right, at its sole expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge. Indemnification in respect of such tax,

governmental fee or charge shall be in an amount necessary to make such Originator Indemnified Party whole after taking into account any tax consequences to such Originator Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by such Originator Indemnified Party.

SECTION 7.2 Contribution . If for any reason the indemnification provided above in this Article VII is unavailable to an Originator Indemnified Party or is insufficient to hold an Originator Indemnified Party harmless, then Originator shall contribute to the amount paid or payable by such Originator Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Originator Indemnified Party on the one hand and Originator on the other hand but also the relative fault of such Originator Indemnified Party as well as any other relevant equitable considerations.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 Amendments, etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by Originator therefrom shall in any event be effective unless the same shall be in writing and signed by Buyer, Originator, Agent, the Required Purchaser Agents and each LOC Issuer, and if such amendment or waiver affects the obligations of the Performance Guarantor, the Performance Guarantor consents in writing thereto, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Originator may not amend or otherwise modify any other Transaction Document executed by it without the written consent of Buyer, each LOC Issuer, the Required Purchaser Agents and Agent, and if such amendment or waiver affects the obligations of the Performance Guarantor, the Performance Guarantor consents in writing thereto.

SECTION 8.2 No Waiver; Remedies . No failure on the part of Agent, Buyer, any Originator Indemnified Party, any other Secured Party, any Liquidity Provider, any LOC Issuer or any other holder of the Receivables (or any portion thereof) to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law. Without limiting the foregoing, BTMUNY, individually and as Agent, each Purchaser Agent, each Liquidity Provider, each LOC Issuer and any of their Affiliates (the “ Set-off Parties ”) are each hereby authorized by the parties hereto, at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by and other indebtedness at any time owing to any such Set-off Party to or for the credit to the account of the parties hereto, against all obligations of Originator, now or hereafter existing under this Agreement or any other

Transaction Document (other than in respect of any repayment of Purchasers’ Total Investment or Yield by Buyer pursuant to the Receivables Purchase Agreement), to any Affected Party, any Indemnified Party or any other Secured Party; provided , that Originator or Buyer, as applicable, shall be notified by the applicable Set-Off party concurrently with or prior to such setoff.

SECTION 8.3 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or nationally recognized overnight courier or by certified mail, first class postage prepaid or by facsimile or email, to the intended party at the address, facsimile number or email address of such party set forth in Annex 3 or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (b) if transmitted by facsimile or email, when receipt is confirmed by telephone or electronic means.

SECTION 8.4 Binding Effect; Assignment . Originator acknowledges that institutions providing financing (by way of loans, purchase of, or the issuance of Letters of Credit supported by Receivables or interests therein) pursuant to the Receivables Purchase Agreement may rely upon the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also, to the extent provided herein, inure to the benefit of the parties to the Receivables Purchase Agreement. Originator acknowledges that Buyer’s rights under this Agreement may be assigned to Agent, Purchaser Agents, Committed Purchasers, Conduit Purchasers or other Secured Parties under the Receivables Purchase Agreement, consents to such assignment and to the exercise of those rights directly by any such Person to the extent permitted by the Receivables Purchase Agreement and acknowledges and agrees that each of such Persons and each of their respective successors and assigns are express third party beneficiaries of this Agreement.

SECTION 8.5 Survival . The rights and remedies with respect to any breach of any representation and warranty made by Originator or Buyer pursuant to Section 3.2 , Article IV , the indemnification provisions of Article VII , the provisions of Sections 8.4 , 8.5 , 8.6 , 8.8 , 8.9 , 8.10 , 8.11 , 8.12 and 8.14 shall survive any termination of this Agreement.

SECTION 8.6 Costs, Expenses and Taxes . In addition to its obligations under Section 7 , Originator agrees to pay on demand:

(a) all reasonable and documented out-of-pocket costs and expenses incurred by Buyer and any other Originator Indemnified Party in connection with:

(i) the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and any amendment of or consent or waiver under any of the Transaction Documents (whether or not consummated) including accountants’, auditors’, consultants’ and attorneys’ fees of single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), and expenses to any of such Persons and the fees and charges of any nationally recognized statistical rating agency and

independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any of the foregoing; and

(ii) subject to the limitations set forth in Section 5.2(a) , the administration of this Agreement and the other Transaction Documents and the transactions contemplated thereby, including all expenses and accountants, consultants, and attorneys’ fees incurred in connection with the administration and maintenance of this Agreement and the other Transaction Documents and the transactions contemplated thereby; and

(b) all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf Buyer and any other Originator Indemnified Party in connection with the enforcement of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including accountants’, auditors’, consultants’ and attorneys’ fees and expenses (which for the avoidance of doubt shall not be limited to a single counsel but shall be limited to a single counsel for each Purchaser Group (and if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)) to any of such Persons and the fees and charges of any nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any of the foregoing.

(c) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents.

SECTION 8.7 Execution in Counterparts; Integration . This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Executed counterparts may be delivered electronically. This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

SECTION 8.8 Governing Law . THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF BUYER IN THE RECEIVABLES OR RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).

SECTION 8.9 Waiver of Jury Trial . EACH OF ORIGINATOR AND BUYER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

SECTION 8.10 Consent to Jurisdiction; Waiver of Immunities . EACH OF ORIGINATOR AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT:

(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

SECTION 8.11 Confidentiality . Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 13.8 of the Receivables Purchase Agreement as if they were set forth herein mutatis mutandis.

SECTION 8.12 No Proceedings . Originator agrees, for the benefit of the parties to the Receivables Purchase Agreement, that it will not institute against Buyer, or join any other Person in instituting against Buyer, any proceeding of a type referred to in the definition of Event of Bankruptcy from the Closing Date until one year plus one day after no investment, loan or commitment is outstanding under the Receivables Purchase Agreement and all Commitments thereunder have terminated. In addition, all amounts payable by Buyer to Originator pursuant to this Agreement shall be payable solely from funds available for that purpose (after Buyer has satisfied all obligations then due and owing under the Receivables Purchase Agreement).

SECTION 8.13 No Recourse Against Other Parties . No recourse under any obligation, covenant or agreement of Buyer contained in this Agreement shall be had against any stockholder, employee, officer, director, member, manager incorporator or organizer of Buyer.

SECTION 8.14 Grant of Security Interest . It is the intention of the parties to this Agreement that the conveyance of Originator’s right, title and interest in and to the Receivables, the Related Assets and all the proceeds of all of the foregoing to Buyer pursuant to this Agreement shall constitute an absolute and irrevocable purchase and sale or capital contribution, as applicable, and not a loan or pledge. If, notwithstanding the foregoing and the other provisions hereof, the conveyance of the Receivables and the Related Assets to Buyer is characterized by any third party as a loan or pledge, the parties intend that Originator shall be deemed hereunder to have granted, and Originator does hereby grant, to Buyer a first priority perfected security interest to secure Originator’s obligations hereunder in all of Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now owned or existing, hereafter arising, acquired or originated, or in which the Originator now or hereinafter has any rights, and wherever so located, and that this Agreement shall constitute a security agreement under applicable law.

SECTION 8.15 Binding Terms in Other Transaction Documents . Originator hereby makes for the benefit of Buyer, Agent, each Purchaser, each Purchaser Agent, each LOC Issuer, each Enhancement Provider, each Liquidity Provider and any other agent for Purchaser, each of the representations, warranties, covenants, and agreements, and accepts all other binding terms, including the waiver of any rights, which are made applicable to Originator in any other Transaction Document, each as if the same (together with any provisions incorporated therein by reference) were set forth in full herein.

SECTION 8.16 Severability . Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


MYLAN PHARMACEUTICALS INC., as Originator and as Servicer

By:		/s/ Brian G. Byala
Name:		Brian G. Byala
Title:		Treasurer


MYLAN SECURITIZATION LLC, as Buyer

By:		/s/ Brian G. Byala
Name:		Brian G. Byala
Title:		President

S-1

ANNEX 1

UCC DETAILS SCHEDULE

(1) Mylan Pharmaceuticals Inc.:

(a)

Chief Executive Office

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

(b)

Locations Where Records Are Kept

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

(c)

Changes in Location or Name

Milan Pharmaceuticals Inc.

(d)

Federal Taxpayer ID Number

55-0455423

(e)

Jurisdiction of Organization

West Virginia

(f)

True Legal Name

Mylan Pharmaceuticals Inc.

(g)

Organizational Identification Number

20402

Annex 1, Page 1

ANNEX 2

LOCK-BOX INFORMATION


Lockbox Name:		Mylan Securitization LLC (as of the initial Funded Purchase or initial LOC Purchase and at all times thereafter)

Lockbox DDA:		30734507

Lockbox #:		8980

Lockbox Type:		Wholesale DDA

Lockbox Location:		Delaware

Lockbox Address:

		P.O. Box 7247-8980
		Philadelphia, PA 19170-8980

Annex 2, Page 1

ANNEX 3

NOTICE INFORMATION

If to Originator, to the following, as applicable:

Mylan Pharmaceuticals Inc.

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

If to Buyer:

Mylan Securitization LLC

781 Chestnut Ridge Road

Morgantown, West Virginia 26505

With a copy to the Agent and each Purchaser Agent at their respective addresses set forth in the Receivables Purchase Agreement.

Annex 3, Page 1

Exhibit 5.3

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is furnished pursuant to that certain Purchase and Contribution Agreement dated as of February 21, 2012 between Mylan Pharmaceuticals Inc. (“ Originator ”) and Mylan Securitization LLC (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement (including those incorporated by reference therein).

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of Originator.

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Originator and its Subsidiaries during the accounting period covered by the attached financial statements.



By:
Name:
Title:

Exhibit 5.3, Page 1

Exhibit 9, Page 2

Exhibit 10.3

PERFORMANCE GUARANTY

This PERFORMANCE GUARANTY (this “ Agreement ”) dated as of February 21, 2012, is between MYLAN INC., a Pennsylvania corporation (“ Performance Guarantor ”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as agent (“ Agent ”) on behalf of the Purchasers and other Secured Parties, from time to time, under the Receivables Purchase Agreement (as defined below) (each, including Agent, a “ Beneficiary ” and, collectively, the “ Beneficiaries ”). Capitalized terms used and not otherwise defined in this Agreement are used as defined in, or by reference in, the Receivables Purchase Agreement dated as of the date hereof among Mylan Securitization LLC (“ Seller ”), Mylan Pharmaceuticals Inc. (individually, “ MPI ”, and as initial servicer, “ Servicer ”), Agent, the various Purchasers from time to time party thereto, the various Purchaser Agents from time to time party thereto and LOC Issuers from time to time party thereto (the “ Receivables Purchase Agreement ”). The interpretive provisions set out in Appendix A of the Receivables Purchase Agreement shall be incorporated herein and applied in the interpretation of this Agreement.

Section 1. Undertaking . For value received by it and its Affiliates, Performance Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of the Beneficiaries the due and punctual performance and observance by Originator, MPI and Servicer (and any of their respective successors and assigns in such capacity which is an Affiliate of or successor to Performance Guarantor) of all their respective covenants, agreements, undertakings and indemnities (including, in each case, those related to the breach by Originator, MPI or Servicer, as applicable, of its respective representations and warranties), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its payment, repurchase, Deemed Collection, indemnity and similar obligations), under the Transaction Documents (collectively, the “ Guaranteed Obligations ”), irrespective of: (A) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment of, or waiver of compliance with, this Agreement, the Transaction Documents, or any related documents, (B) any change in the existence or structure of, or the bankruptcy or insolvency of, Seller, Originator, Servicer or any other Person, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the Collateral sold or contributed by such Originator under the Sale Agreement) or any party to this Agreement, the Transaction Documents or any related document, (D) the existence of any claim, set-off, counterclaim or other right that Performance Guarantor or any other Person may have against Seller, Originator, Servicer or any other Person, (E) any impossibility or impracticability of performance, illegality, force majeure, any act of Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provides a discharge of, Performance Guarantor, (F) any Law affecting any term of any of the Guaranteed Obligations, or rights of Agent or any other Beneficiary with respect thereto, (G) the failure by Agent or any Secured Party to take any steps to perfect and maintain perfected its interest in any Collateral or (H) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the Guaranteed Obligations.

Without limiting the generality of the foregoing, Performance Guarantor agrees that if Originator, MPI or Servicer shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document, then Performance Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Guaranteed Obligations. Performance Guarantor hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries exhaust any right to take any action against Seller, Originator, MPI or Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. Performance Guarantor also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship or impairment of collateral in connection with the Guaranteed Obligations whether in equity or at law. Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the extent such amounts constitute recourse with respect to a Pool Receivable by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.

Section 2. Confirmation . Performance Guarantor hereby confirms that the transactions contemplated by the Transaction Documents have been arranged among Seller, Originator, MPI and Servicer and the Beneficiaries, as applicable, with Performance Guarantor’s full knowledge and consent. Performance Guarantor hereby confirms that it directly or indirectly owns through one or more subsidiaries 100% of the voting stock or membership interests of each of Originator, MPI and Servicer. Performance Guarantor agrees to notify each Beneficiary in the event that it ceases to directly or indirectly own 100% of the voting stock or membership interests of Originator, MPI and Servicer.

Section 3. Representations and Warranties . Performance Guarantor represents and warrants to each of the Beneficiaries as of the date hereof, and on the date of each Purchase and Reinvestment, as follows:

(i) Organization and Good Standing . It has been duly organized and is validly existing as a corporation in good standing under the Laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, all necessary power, authority and legal right to perform its obligations under this Agreement and the other Transaction Documents to which it is a party in any capacity, except where failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ii) Due Qualification . It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(iii) Power and Authority; Due Authorization . It (i) has all necessary power, authority and legal right to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, (B) carry out the terms of and perform its obligations under this Agreement and the Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party in any capacity.

(iv) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by it when duly executed and delivered by it will constitute, a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Law.

(v) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach or (without notice or lapse of time or both) a default under (A) its articles or certificate of incorporation or by-laws, or (B) any indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of its material properties pursuant to the terms of any such indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument, to which it is a party or by which it or any of its properties is bound or (iii) violate any Law applicable to it of any Governmental Authority having jurisdiction over it or any of its properties; except with respect to any violation or default referred to in clauses (i)(B) or (iii) above, to the extent that such violation or default could not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect.

(vi) No Proceedings . (i) No actions, suits or proceedings are pending or, to the best of its knowledge, threatened before, and no investigations, injunctions, decrees or other decisions have been issued or, to the best of its knowledge, will be issued by any Governmental Authority, that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, other than the Disclosed Matters only if such Disclosed Matters could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of the type described in clauses (a) through (c) of the definition thereof), and (ii) no threat by any Person has been made to attempt to (A) invalidate this Agreement or any other Transaction Document to which it is a party, (B) prevent the servicing of the Receivables or the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party, and (C) obtain any injunction, decree or other decision against Seller, MPI, Servicer, Originator or Performance Guarantor that could reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect (and solely with respect to this clause (C) and solely with respect to MPI, Servicer, Originator or Performance Guarantor, the Disclosed Matters and only if such Disclosed Matters could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect of the type described in clauses (a) through (c) of the definition thereof) or would prevent it from conducting its business operations related to the Receivables, its servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents to which it is a party.

(vii) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party or the transactions contemplated thereby, except for the filing of the UCC financing statements referred to in Article V of the Receivables Purchase Agreement, all of which, at the time required in such Article V , shall have been duly made and shall be in full force and effect.

(viii) Compliance with Law . It is in compliance with all applicable Law, except where such noncompliance would not, individually or in the aggregate, have a Material Adverse Effect.

(ix) ERISA . Performance Guarantor and its respective ERISA Affiliates have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the applicable provisions of ERISA, and have not incurred any liability to the PBGC under Title IV of ERISA other than a liability for premiums under Section 4007 of ERISA. No steps have been taken by any Person to terminate any Plan the assets of which are not sufficient to satisfy all of its benefit liabilities under Title IV of ERISA.

Section 4. Covenants . Performance Guarantor covenants and agrees that, from the date hereof until all Guaranteed Obligations are indefeasibly paid and satisfied in full, it shall observe and perform all of the following covenants:

(i) Compliance with Laws, Etc. It shall comply with all applicable Laws with respect to it, except to the extent such non-compliance would not and could not reasonably be expected to have a Material Adverse Effect.

(ii) Preservation of Corporate Existence . It shall preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(iii) Mergers, Sales, Etc . It shall not undergo a Mylan Change of Control, or sell, lease or otherwise transfer all or substantially all of its assets to, any other Person.

(iv) Substantive Consolidation . It shall and shall cause Originator, Servicer and Seller (and any of their respective successors and assigns in such capacity which is an Affiliate of or

successor to Performance Guarantor) to observe and comply with each of the separateness covenants described in Sections 7.6(a), 7.6(g) and 7.8 of the Receivables Purchase Agreement and Section 5.1(c) of the Sale Agreement, as applicable. Each such section is hereby incorporated herein by reference with respect to Performance Guarantor and, as such, shall apply to Performance Guarantor.

(v) Cooperation . It shall cooperate with Originator, Servicer, Seller, Agent and each other Beneficiary, as applicable, and the designated accountants or consultants with respect to each inspection and audit required or permitted to be undertaken pursuant to Sections 7.2(e) and 7.5(f) of the Receivables Purchase Agreement.

(vi) Reporting Requirements . It shall, unless Agent and each Purchaser Agent shall otherwise consent in writing, furnish to Agent and each Purchaser Agent each of the following:

(I) Quarterly Financial Statements . As soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarterly periods of each of its fiscal years, the unaudited consolidated balance sheets of Performance Guarantor and its consolidated Subsidiaries (including Servicer) as at the close of each such period and related statements of income and cash flows for Performance Guarantor and its consolidated Subsidiaries, in conformity with generally accepted accounting principles subject to normal year-end audit adjustments and the absence of footnotes, for the period from the beginning of such fiscal year to the end of such quarterly period, all certified by its chief financial officer.

(II) Annual Financial Statements . As soon as available and in any event within ninety (90) days after the end of each fiscal year of Performance Guarantor, copies of the audited, unqualified, consolidated financial statements (which shall include balance sheets, statements of cash flows, operations, and stockholders equity) of Performance Guarantor and its consolidated Subsidiaries in conformity with generally accepted accounting principles, duly certified by Deloitte LLP or another nationally recognized firm of independent certified public accountants reasonably acceptable to Agent, with respect to such fiscal year (without a “going-concern” or like qualification or exception and without any qualification or exception as to the scope of such audit).

(III) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit 5.3 to the Sale Agreement signed by an authorized officer of Performance Guarantor and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

Financial statements shall be deemed to have been delivered if such statements and information shall have been posted by or on behalf of Performance Guarantor on its website or shall have been posted on IntraLinks or similar site to which all of the Agent and Purchaser Agents have been granted access or are publicly available on the SEC’s website pursuant to the EDGAR system.

For the avoidance of doubt, so long as Servicer’s financial statements are consolidated with those of Performance Guarantor at the time when each of the required reports and documents set forth in this Section 4(vi) is due to be delivered and Servicer has delivered such reports and documents in accordance with Section 7.5(a) of the Receivables Purchase Agreement or Section 5.3 of the Sale Agreement, Performance Guarantor shall not be required to deliver such reports and documents pursuant to this Section 4(vi).

Section 5. Miscellaneous . (a) Performance Guarantor agrees that any payments hereunder will be made in accordance with Section 3.3 of the Receivables Purchase Agreement.

(b) No amendment or waiver of any provision of this Agreement nor consent to any departure by Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by the each of the Purchaser Agents, Agent and Performance Guarantor. No failure on the part of Agent or any other Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto, the other Beneficiaries and their respective successors and assigns. The parties hereto may not assign, delegate or otherwise transfer any rights or obligations hereunder except to the extent of any assignment provided pursuant to Section 13.3 of the Receivables Purchase Agreement, and in any event, Performance Guarantor shall not assign, delegate or otherwise transfer any of its obligations or duties hereunder without the prior written consent of Agent.

(d) THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

(e) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

(f) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

(I) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE

COURT, IN EITHER CASE SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(II) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(g) Performance Guarantor agrees that it will from time to time, promptly at the request of Agent (for itself or on behalf of any other Beneficiary), provide information relating to the business and affairs of Performance Guarantor as Agent (for itself or on behalf of any other Beneficiary) may reasonably request. Performance Guarantor also agrees to do all such things and execute all such documents as Agent may reasonably consider necessary or desirable to give full effect to this Agreement and to perfect or preserve the rights and powers of Agent or any other Beneficiary hereunder or with respect hereto.

(h) The parties hereto hereby agree that any claim under this Agreement by any Beneficiary shall be made by Agent on such Beneficiary’s behalf.

Section 6. Termination and Performance Guaranty . (a) This Agreement and Performance Guarantor’s obligations hereunder shall remain operative and continue in full force and effect until the later of (i) the Final Payout Date, and (ii) such time as all Guaranteed Obligations are duly performed and indefeasibly paid and satisfied in full, provided , that this Agreement and Performance Guarantor’s obligations hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of Originator, MPI or Servicer or otherwise, as applicable, as though such payment had not been made or other satisfaction occurred, whether or not Agent or any of the Beneficiaries (or their respective assigns) are in possession of this Agreement. No invalidity, irregularity or unenforceability by reason of the Bankruptcy Laws or any insolvency or other similar Law, or any other Law or order of any Governmental Authority thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect, be a defense to or claim against the obligations of Performance Guarantor under this Agreement.

(b) This Agreement shall survive the insolvency of Originator, Servicer, Seller, any Beneficiary or any other Person and the commencement of any case or proceeding by or against Originator, Servicer, Seller or any other Person under any Bankruptcy Law. No automatic stay

under any Bankruptcy Law with respect to Originator, Servicer, Seller or any other Person shall postpone the obligations of Performance Guarantor under this Agreement.

Section 7. Set-off . Each Beneficiary (and its assigns) is hereby authorized by Performance Guarantor at any time and from time to time, without notice to Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) and other sums at any time held by, and other indebtedness at any time owing to, any such Beneficiary to or for the credit to the account of Performance Guarantor, against any and all Guaranteed Obligations of Performance Guarantor, now or hereafter existing under this Agreement.

Section 8. Entire Agreement; Severability . This Agreement and the Transaction Documents constitute the entire agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by Law or any other agreement, and this Agreement shall be in addition to any other guaranty of or Collateral security for any of the Guaranteed Obligations. The provisions of this Agreement are severable, and in any action or proceeding involving any state corporate or limited liability company law, or any Bankruptcy Law, if the obligations of Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Guarantor’s liability under this Agreement, then, notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action by Performance Guarantor or any Beneficiary, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9. Expenses . Performance Guarantor agrees to pay on demand to Agent and each Beneficiary, as applicable:

(a) all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of Agent or any Beneficiary in connection with the negotiation, preparation, execution and delivery of this Agreement and any amendment of or consent or waiver under this Agreement (whether or not consummated) including accountants’, auditors’, consultants’ and attorneys’ fees of single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), and expenses to any of such Persons and the fees and charges of any nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing.

(b) all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of Agent or any Beneficiary in connection with the enforcement of, or any actual or claimed breach of, this Agreement, including accountants’, auditors’, consultants’ and attorneys’ fees and expenses (which for the avoidance of doubt shall not be limited to a single counsel, but shall be limited to a single counsel for each Purchaser

Group (and if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)) to any of such Persons and the fees and charges of any nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement.

(c) all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement.

Section 10. Indemnities by Performance Guarantor . Without limiting any other rights which any Beneficiary may have hereunder or under applicable Law, Performance Guarantor agrees to indemnify and hold harmless each Beneficiary and each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, members, managers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each a “ PG Indemnified Party ”) forthwith and on demand from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs and expenses (including all filing fees, if any), including attorneys’, consultants’ and accountants’ fees and disbursements but excluding all Excluded Taxes incurred by any of them and arising out of, relating to or in connection with: (i) any breach by Performance Guarantor of any of its obligations or duties under this Agreement or any other Transaction Document to which it is a party in any capacity; (ii) the inaccuracy of any representation or warranty made by Performance Guarantor hereunder, under any other Transaction Document to which it is a party in any capacity or in any certificate or written statement delivered pursuant hereto or to any other Transaction Document to which it is a party in such capacity; (iii) the failure of any written information provided to any such PG Indemnified Party by, or on behalf of, Performance Guarantor, in such capacity, to be true and correct; (vi) any negligence or willful misconduct on Performance Guarantor’s part arising out of, relating to, in connection with, or affecting any transaction contemplated by this Agreement; or (v) the failure by Performance Guarantor to comply with any applicable Law, rule or regulation with respect to this Agreement, the transactions contemplated hereby, the Guaranteed Obligations or otherwise.

Section 11. Addresses for Notices . All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and, except for notices and other communications to Performance Guarantor, email communication) and shall be personally delivered or sent by express mail or courier or by certified mail, first class postage prepaid, or by facsimile, to the intended party at the address, facsimile number or email address of such party set forth in Schedule A of this Agreement or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received and (b) if transmitted by facsimile or email, when sent, receipt confirmed by telephonic or electronic means.

[Signatures Follow]

IN WITNESS WHEREOF , Performance Guarantor has executed this Agreement as of the date first written above.


MYLAN INC.

By:		/s/ Brian G. Byala
Name:		Brian G. Byala
Title:		Senior Vice President and Treasurer

S-1

ACCEPTED AND ACKNOWLEDGED , as of the date first written above.


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Agent on behalf of the Beneficiaries

By:		/s/ Van Dusenbury
Name:		Van Dusenbury
Title:		Managing Director

S-2

SCHEDULE A

ADDRESSES FOR NOTICE

If to Performance Guarantor:

Mylan Inc.

1500 Corporate Drive

Canonsburg, PA 15317

Attn: Treasurer

Tel: (724) 514-1800

Fax: (724) 514-1871

If to Agent:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

1251 Avenue of the Americas

New York, NY 10020

Attn: Securitization Group

Tel: (212) 782-4913

Fax: (212) 782-6998

Schedule A

Exhibit 10.4(a)

TRANSITION AND SUCCESSION AGREEMENT

This Transition and Succession Agreement (this “Agreement”) is dated as of January 10, 2006, by and between Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and Harry A. Korman (“Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the current Company and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Section 1. Certain Definitions . (a) “Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then “Effective Date” means the date immediately prior to the date of such termination of employment.

(b) “Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to the Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(d) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common

stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section l(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections l(d)(3)(A), l(d)(3)(B) and l(d)(3)(C).

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(3) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 65% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(4) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Section 2. Employment Period . The Company hereby agrees to continue the Executive in its employ or in the employ of Mylan Pharmaceuticals Inc., as the case may be, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Employment Period”). The Employment Period shall terminate upon the Executive’s termination of employment for any reason.

Section 3. Terms of Employment .

(a) Position and Duties . (1) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive was employed immediately preceding the Effective Date or at any other location less than 30 miles from such office.

(2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b) Compensation . (1) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and the Affiliated Companies in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

(2) Annual Bonus . In addition to the Annual Base Salary, the Executive shall participate in a bonus program during the Employment Period and have a bonus opportunity which is no less favorable than the bonus opportunity for other employees of his level at the Company and its Affiliated Companies.

(3) Incentive , Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.

(4) Welfare Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies. If, on or prior to the Executive’s Date of Termination, the Executive has attained at least age 50 with at least 20 years of service with the Company (including all cumulative service, notwithstanding any breaks in service) the Executive shall be entitled to retiree medical and life insurance benefits at least equal to those that were provided to peer executives of the Company and the Affiliated Companies and their dependents (taking into account any required employee contributions, co-payments and similar costs imposed on the executives and the executives’ dependents and the tax treatment of participation in the plans, programs, practices and policies by the executive and the executives’ dependents) in accordance with the retiree medical plans, programs, practices and policies of the Company and the Affiliated Companies in effect as of the Date of Termination.

(5) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(6) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(7) Office and Support Staff . During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(8) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

Section 4. Termination of Employment .

(a) Death or Disability . T he Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause. “Cause” means:

Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s duties, or

(2) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

For purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in Section 4(b)(l) or 4(b)(2), and specifying the particulars thereof in detail.

(c) Good Reason . The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:

(1) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a), or any other diminution in such position (or removal from such position), authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity or becoming a subsidiary or a division of a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(2) any failure by the Company to comply with any of the provisions of Section 3(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(4) the failure by the Company to pay to the Executive any portion of any installment of deferred compensation, or lump sum under any deferred compensation program of the Company within 7 days after the Executive provides the Company with written notice of the failure to pay such compensation when it is due;

(5) the failure by the Company to provide the Executive with the number of paid vacation days and holidays to which the Executive was entitled as of the Effective Date;

(6) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

(7) any failure by the Company to comply with and satisfy Section 12(c);

(8) if the Company (or the entity effectuating a Change of Control) continues to exist and be a company registered under the Securities Exchange Act of 1934, as amended, after the Effective Date and continues to have in effect an equity-compensation plan, the failure of the Company to grant to the Executive equity-based compensation with respect to a number of shares of common stock of the Company (or the entity effectuating the Change of Control) at least as great as the average annual percentage of the outstanding common stock of the Company with respect to which the Executive received such equity-based compensation during the three calendar years immediately prior to the Effective Date, which equity-based compensation is on terms, including pricing relative to the market price at the time of grant, that is at least as favorable to the Executive as the terms of the grant last made to the Executive prior to the Effective Date;

(9) failure to include the Executive in any program or plan of benefits (including, but not limited to stock option and deferred compensation plans), and failure to provide the Executive similar levels of benefit amounts or coverage, which benefits are either provided or otherwise offered to peer executives following the Effective Date;

(10) the Executive’s termination of employment for Disability.

For purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason pursuant to a Notice of Termination given during the 90-day period immediately following the first anniversary of the Effective Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement. The Executive’s mental or physical incapacity following the occurrence of an event described above shall not affect the Executive’s ability to terminate employment for Good Reason.

(d) Notice of Termination . Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b). “Notice of Termination” means a written

notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.

(e) Date of Termination . “Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination, (which date shall not be more than 30 days after the giving of such notice), as the case may be, (2) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (3) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

Section 5. Obligations of the Company upon Termination .

(a) Good Reason, Death; Other Than for Cause . If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or the Executive resigns for Good Reason or if the Executive’s employment is terminated as a result of the Executive’s death:

(A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (i) and (ii) the “Accrued Obligations”); and

(2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or

policy, the Company shall continue benefits to the Executive and/or the Executive’s dependents at least equal to those that were provided to them (taking into account any required employee contributions, co-payments and similar costs imposed on the Executive and the Executive’s dependents and the tax treatment of participation in the plans, programs, practices and policies by the Executive and the Executive’s dependents) in accordance with the plans, programs, practices and policies described in Section 3(b)(4) as of the Date of Termination or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their dependents, provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. The eligibility of the Executive and the Executive’s dependents, if any, for “COBRA” continuation coverage under Section 4980B of the Code shall begin on the date that the coverage described in this Section 5(a)(2) ceases to be provided. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree medical and life insurance benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period in order to determine age and service; and

(3) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6).

(b) Cause; Other Than for Good Reason . If the Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (1) the Executive’s Annual Base Salary through the Date of Termination, (2) the amount of any compensation previously deferred by the Executive, and (3) the Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

the Executive (or the estate or beneficiary of the Executive, in the event of the Executive’s death) shall be entitled after the Disability Effective Date (or upon the Executive’s death) to receive, disability (or death) benefits and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives (or to the estates and beneficiaries of deceased executives) and/or their families in accordance with such plans, programs, practices and policies relating to disability (or death), if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a) of this Agreement, the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and the Affiliated Companies, unless otherwise specifically provided therein in a specific reference to this Agreement.

Section 7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 8. Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment.

The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

(1) give the Company any information reasonably requested by the Company relating to such claim,

(2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(3) cooperate with the Company in good faith in order effectively to contest such claim, and

(4) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income

tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

(f) Definitions . The following terms shall have the following meanings for purposes of this Section 8.

(i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(ii) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

Section 9. Covenants of Executive .

(a) Confidential Information . The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

(b) Non-Competition . In consideration for the protections provided to the Executive under this Agreement, the Executive agrees that from the Date of Termination until the first anniversary thereof (the “Covenant Period”), the Executive will not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or (other than through the ownership of not more than five percent (5%) of the voting stock of any publicly held corporation) have any financial interest in, or aid or assist anyone else in the conduct of, a business which at the time of such termination competes in the United States with a business conducted by the Company or any group, division or subsidiary of the Company (“Company Group”) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s employment by a business that competes with the business of the Company, or the retention of the Executive as a consultant by any such business shall not violate this Section 9(b) if the Executive’s duties and actions for the business are solely for groups, divisions or subsidiaries that are not engaged in a business that competes with a business conducted by the Company. No business shall be deemed to be a business conducted by the Company unless the Company was engaged in the business as of the Date of Termination and continues to be engaged in the business and at least twenty-five percent (25%) of the Company’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any consolidated group that includes the business, is derived from, or at least twenty-five percent (25%) of the consolidated assets of any such consolidated group are devoted to, such business.

the Company or any successor thereof prior to such solicitation of such employee, (ii) who initiates discussions regarding such employment without any solicitation by the Executive, (iii) who responds to any public advertisement unless such advertisement is designed to target, or has the effect of targeting, employees of the Company, or (iv) who is initially solicited for a position other than by the Executive and without any suggestion or advice from the Executive. Nothing herein shall restrict businesses that employ the Executive or retain the Executive as an executive from soliciting from time to time employees of the Company, if (A) such solicitation occurs in the ordinary course of filling the business’s employment needs, and (B) the solicitation is made by persons at the business other than the Executive who have not become aware of the availability of any specific employees as a result of the advice of the Executive

(d) Continuation of Employment . The Executive agrees not to voluntarily terminate employment with the Company (other than as a result of an event that would constitute Good Reason that is at the request of a third party that has taken steps reasonably calculated to effectuate a Change of Control or otherwise arose in connection with or in anticipation of a Change of Control) from such time as the Company has entered into an agreement that would result in a Change of Control until the Change of Control; provided, that such provision shall cease to apply upon the termination of such agreement or if the Change of Control has not occurred within one year following the execution of such agreement.

Section 10. Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of the Executive’s right to be paid any amounts or provided with any benefits due to the Executive hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

Section 11. Rabbi Trust . Immediately prior to a Change of Control, the Company shall deposit in a trust designed in accordance with Revenue Procedure 92-64 or any successor thereto having a trustee independent of the Company and any successor thereto an amount equal to the total amount necessary to make the payments to the Executive or the Executive’s estate as contemplated by Sections 5 and 8. The Executive shall be entitled to receive funds held in such trust from the trustee upon the Executive’s delivery to the trustee of a written certification by the Executive that a termination of the Executive’s employment has occurred and that, as a result, the Executive is entitled to payment under Section 5 or 8 hereof. Any funds which the Executive so receives shall be credited against the amount owed by the Company to the Executive pursuant to this Agreement. The Company shall pay any and all expenses of establishing and maintaining the trust.

Section 12. Successors . (a) This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 12(c), without the prior written consent of the Executive this Agreement shall not be assignable by the Company.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. “Company” means the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.

Section 13. Miscellaneous . (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

if to the Executive: at the most recent address on record at the Company.

if to the Company:

Mylan Laboratories Inc.

1500 Corporate Drive

Suite 400

Canonsburg, PA 15317

Attention: Chief Legal Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

terminate employment for Good Reason under Sections 4(c), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section l(a), prior to the Effective Date, the Executive’s employment may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the date of the Effective Date, except for any agreements providing for retirement benefits and as otherwise specifically provided herein, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including, without limitation, any employment agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.


MYLAN LABORATORIES INC.

/s/ Robert J. Coury
By:		Robert J. Coury
Its:		Vice Chairman and Chief Executive Officer


/s/ Harry A. Korman
Harry A. Korman

Exhibit 10.4(b)

AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT

THIS AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) by and between Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and Harry A. Korman (the “Executive”) is made as of April 3, 2006.

WHEREAS, the Company and the Executive are parties to that certain Transition and Succession Agreement dated as of January 10, 2006 (the “Agreement”);

WHEREAS, the Company and the Executive wish to amend the Agreement, effective as of April 1, 2006, as set forth below;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section l(a) of the Agreement is hereby amended to add the following sentence at the end of such subsection:

“For the sake of clarity, it is understood that if the Executive’s employment terminates prior to the Effective Date other than as described in the preceding sentence, this Agreement shall thereupon be null and void and of no further force and effect.”

The reference to “65%” in Section 1 (d)(3) of the Agreement is hereby deleted and replaced with “60%”.

The penultimate sentence of Section 4(c) of the Agreement is hereby deleted and replaced in its entirety with the following:

“Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason pursuant to a Notice of Termination given during the 90-day period immediately following the first anniversary of the occurrence of a Change in Control (other than a Change in Control occurring solely under Section l(d)(3) of this Agreement where all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to a Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock following the Business Combination) shall be deemed to be a termination for Good Reason for all purposes of this Agreement.”

The introductory clause of Section 5(a)(l) of the Agreement is hereby deleted and replaced in its entirety to read as follows:

“(1) the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the event of the Executive’s death), in a lump sum in cash within 30 days after the Date of Termination (or, if required by Section 409A of the Code to avoid the imposition of additional taxes, on the date that is six (6) months following the Date of Termination), the aggregate of the following amounts:”

Section 5(a)(l)(B) of the Agreement is hereby deleted and replaced in its entirety to read as follows:

“the amount equal to the product of (i) three and (ii) the amount of base salary and cash bonus paid to the Executive by the Company as reflected on the Executive’s W-2 in the tax year immediately preceding the year in which the Date of Termination occurs or the Change of Control occurs, whichever is greater (in the case of death or resignation for Good Reason by reason of the Executive’s Disability, reduced (but not below zero) by any death or disability benefits that the Executive or the Executive’s estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company), provided that if the Executive was not employed by the Company during such entire tax year, item (ii) shall refer to the amount of base salary and cash bonus as agreed to in Executive’s offer of employment letter;”

The first sentence of Section 5(a)(2) of the Agreement is hereby deleted and replaced in its entirety to read as follows:

“for three years after the Executive’s Date of termination (or such shorter period as required by Section 409A of the Code to avoid the imposition of additional taxes), the Company shall continue benefits to the Executive and/or the Executive’s dependents at least equal to those that were provided to them (taking into account any required employee contributions, co-payments and similar costs imposed on the Executive and the Executive’s dependents and tax treatment of participation in plans, programs, practices and policies by the Executive and the Executive’s dependents) in accordance with the plans, programs, practices, and policies described in Section 3(b)(4) as of the Date of Termination or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their dependents; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.”

Section 11 of the Agreement is hereby deleted in its entirety and replaced with the following:

[Intentionally Omitted.]

This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania.

This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute the same document.

10.

Except as modified by this Amendment, the Agreement is hereby confirmed in all

respects.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and the year first written above.

MYLAN LABORATORIES INC.

/s/ Robert J. Coury

By: Robert J. Coury

Title: Vice Chairman & CEO

EXECUTIVE

/s/ Harry A. Korman

Harry A. Korman 4/7/2006

Exhibit 10.4(c)

AMENDMENT NO. 2 TO

TRANSITION AND SUCCESSION AGREEMENT

THIS AMENDMENT TO THE TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) by and between Mylan Inc. (the “Company”) and Harry A. Korman (the “Executive”), is made as of December 15, 2008.

WHEREAS, the Company and the Executive are parties to that certain Transition and Succession Agreement (as amended to date, the “Agreement”); and

WHEREAS, the Company and Executive wish to amend the Agreement as set forth below to comply with Section 409A of the Internal Revenue Code;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.	The following sentence is hereby added to the end of Section 5(a) of the Agreement:

Notwithstanding the above, to the extent the Executive is terminated (i) prior to the date on which a Change of Control occurs or (ii) following a Change of Control but prior to a change in ownership or control of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), amounts payable to the Executive hereunder, to the extent not in excess of the amount that the Executive would have received under any other pre-Change-of-Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to the Executive in accordance with the provisions of this Section 5(a).

2.	The following shall be added as a new Section 5(c):

Conditions to Payment and Acceleration; Section 409A of the Code. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under Section 5 of this Agreement until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 5 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation

and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided , however , that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes.

3.	The last sentence of Section 7 is hereby amended by deleting the words “of the Internal Revenue Code of 1986, as amended (the “Code”)” and replacing them with “of the Code.”

4.	This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania.

5.	Except as modified by this Amendment, the Agreement is hereby confirmed in all respects.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and the year first written above.

MYLAN INC.

/s/ Heather Bresch

By: Heather Bresch

Title: Chief Operating Officer

/s/ Harry A. Korman

Harry A. Korman

Exhibit 10.5(a)

TRANSITION AND SUCCESSION AGREEMENT

This Transition and Succession Agreement (this “Agreement”) is dated as of February 25, 2008 (the “Commencement Date”) by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and Anthony Mauro (the “Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company, following the Commencement Date, will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the current Company and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

(d) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C).

(3) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(4) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Section 2. Employment Period . The Company hereby agrees to continue the Executive in its employ or in the employ of a subsidiary of the Company, as the case may be, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Employment Period”). The Employment Period shall terminate upon the Executive’s termination of employment for any reason.

Section 3. Terms of Employment .

The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

(2) Annual Bonus . In addition to the Annual Base Salary, the Executive shall participate in a bonus program during the Employment Period and have a bonus opportunity which is no less favorable than the bonus opportunity for other employees of his level at the Company and its Affiliated Companies.

(3) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.

(4) Welfare Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies. If, on or prior to the Executive’s Date of Termination, the Executive has attained at least age 50 with at least 20 years of service with the Company (including all cumulative service, notwithstanding any breaks in service) the Executive shall be entitled to retiree medical and life insurance benefits at least equal to those that were provided to peer executives of the Company and the Affiliated Companies and their dependents (taking into account any required employee contributions, co-payments and similar costs imposed on the executives and the executives’ dependents and the tax treatment of participation in the plans, programs, practices and policies by the executive and the executives’ dependents) in accordance with the retiree medical plans, programs, practices and policies of the Company and the Affiliated Companies in effect as of the Date of Termination.

(5) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period

immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(6) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(7) Office and Support Staff . During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(8) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

Section 4. Termination of Employment .

(a) Death or Disability . The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section ll(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause. “Cause” means:

(1) the willful and continued failure of the Executive to perform substantially the Executive’s duties (as contemplated by Section 3(a)(l)(A)) with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s duties, or

(2) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

(c) Good Reason . The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:

(3) the Company’s requiring the Executive (i) to be based at any office or location other than as provided in Section 3(a)(l)(B), (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(5) the failure by the Company to provide the Executive with the number of paid vacation days and holidays to which the Executive was entitled as of the Effective Date;

(6) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

(7) any failure by the Company to comply with and satisfy Section 12(c);

(10) the Executive’s termination of employment for Disability.

For purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason pursuant to a Notice of Termination given during the 90-day period immediately following the first anniversary of the occurrence of a Change in Control (other than a Change in Control occurring solely under Section l(d)(3) of this Agreement where all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to a Business Combination beneficially own, directly or indirectly,

more than 50% of the then-outstanding shares of common stock following the Business Combination) shall be deemed to be a termination for Good Reason for all purposes of this Agreement. The Executive’s mental or physical incapacity following the occurrence of an event described above shall not affect the Executive’s ability to terminate employment for Good Reason.

(d) Notice of Termination . Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b). “Notice of Termination” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.

Section 5. Obligations of the Company upon Termination .

(1) the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the event of the Executive’s death), in a lump sum in cash within 30 days after the Date of Termination (or, if required by Section 409A of the Code to avoid the imposition of additional taxes, on the date which is six (6) months following the Date of Termination), the aggregate of the following amounts:

theretofore paid (the sum of the amounts described in subclauses (i) and (ii) the “Accrued Obligations”); and

(B) the amount equal to the product of (i) three and (ii) the amount of base salary and cash bonus paid to the Executive by the Company as reflected on the Executive’s W-2 in the tax year immediately preceding the year in which the Date of Termination occurs or the Change of Control occurs, whichever is greater (in the case of death or resignation for Good Reason by reason of the Executive’s Disability, reduced (but not below zero) by any death or disability benefits that the Executive or the Executive’s estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company), provided that if the Executive was not employed by the Company during such entire tax year, item (ii) shall refer to the amount of base salary and cash bonus as agreed to in Executive’s offer of employment letter;

(2) for three years after the Executive’s Date of termination (or such shorter period as required by Section 409A of the Code to avoid the imposition of additional taxes), the Company shall continue benefits to the Executive and/or the Executive’s dependents at least equal to those that were provided to them (taking into account any required employee contributions, co-payments and similar costs imposed on the Executive and the Executive’s dependents and tax treatment of participation in plans, programs, practices and policies by the Executive and the Executive’s dependents) in accordance with the plans, programs, practices, and policies described in Section 3(b)(4) as of the Date of Termination or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their dependents; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. The eligibility of the Executive and the Executive’s dependents, if any, for “COBRA” continuation coverage under Section 4980B of the Code shall begin on the date that the coverage described in this Section 5(a)(2) ceases to be provided. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree medical and life insurance benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period in order to determine age and service; and

(3) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6).

Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Section 6. Non-exclusivity of Rights . Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify, nor, subject to Section 13(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract or agreement with the Company or the Affiliated Companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company or the Affiliated Companies at or subsequent to the Date of Termination (“Other Benefits”) shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. In the event that the Executive’s employment is terminated by reason of the Executive’s Disability (or death), with respect to the provision of the Other Benefits, the term “Other Benefits” shall include, and the Executive (or the estate or beneficiary of the Executive, in the event of the Executive’s death) shall be entitled after the Disability Effective Date (or upon the Executive’s death) to receive, disability (or death) benefits and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives (or to the estates and beneficiaries of deceased executives) and/or their families in accordance with such plans, programs, practices and policies relating to disability (or death), if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a) of this Agreement, the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and the Affiliated Companies, unless otherwise specifically provided therein in a specific reference to this Agreement.

Section 7. Full Settlement . The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

(b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte and Touche LLP, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(1) give the Company any information reasonably requested by the Company relating to such claim,

(3) cooperate with the Company in good faith in order effectively to contest such claim, and

(4) permit the Company to participate in any proceedings relating to such claim;

provided, however , that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however , that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further , that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(f) Definitions . The following terms shall have the following meanings for purposes of this Section 8.

(i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

Section 9. Covenants of Executive .

subsidiaries that are not engaged in a business that competes with a business conducted by the Company. No business shall be deemed to be a business conducted by the Company unless the Company was engaged in the business as of the Date of Termination and continues to be engaged in the business and at least twenty-five percent (25%) of the Company’s consolidated gross sales and operating revenues, or net income, is derived from, or at least twenty-five percent (25%) of the Company’s consolidated assets are devoted to, such business and no business shall be deemed to compete with a business conducted by the Company unless at least twenty-five percent (25%) of the consolidated gross sales and operating revenues, or net income, of any consolidated group that includes the business, is derived from, or at least twenty-five percent (25%) of the consolidated assets of any such consolidated group are devoted to, such business.

(c) Non-Solicitation . During the Covenant Period, the Executive shall not solicit on the Executive’s behalf or on behalf of any other person the services, as employee, consultant or otherwise of any person who on the Date of Termination is employed by the Company Group, whether or not such person would commit any breach of his contract of service in leaving such employment, except for any employee (i) whose employment is terminated by the Company or any successor thereof prior to such solicitation of such employee, (ii) who initiates discussions regarding such employment without any solicitation by the Executive, (iii) who responds to any public advertisement unless such advertisement is designed to target, or has the effect of targeting, employees of the Company, or (iv) who is initially solicited for a position other than by the Executive and without any suggestion or advice from the Executive. Nothing herein shall restrict businesses that employ the Executive or retain the Executive as an executive from soliciting from time to time employees of the Company, if (A) such solicitation occurs in the ordinary course of filling the business’s employment needs, and (B) the solicitation is made by persons at the business other than the Executive who have not become aware of the availability of any specific employees as a result of the advice of the Executive

Section 10. Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however , that the Executive shall be entitled to seek specific performance of the Executive’s right to be paid any amounts or provided with any benefits due to the Executive hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

Section 11. [Intentionally Omitted]

Section 12. Successors. (a) This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

Section 13. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

if to the Executive: at the most recent address on record at the Company.

if to the Company:

Mylan Inc.

1500 Corporate Drive

Suite 400

Canonsburg, PA 15317

Attention: Global General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason under Sections 4(c), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

[SIGNATURE PAGE FOLLOWS]

MYLAN INC.

/s/ Robert J. Coury

By: Robert J. Coury

Its: Vice Chairman and CEO

/s/ Anthony Mauro

Anthony Mauro

Exhibit 10.5(b)

AMENDMENT NO. 1 TO

TRANSITION AND SUCCESSION AGREEMENT

THIS AMENDMENT TO THE TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) by and between Mylan Inc. (the “Company”) and Anthony Mauro (the “Executive”), is made as of December 15, 2008.

WHEREAS, the Company and the Executive are parties to that certain Transition and Succession Agreement (the “Agreement”); and

WHEREAS, the Company and Executive wish to amend the Agreement as set forth below to comply with Section 409 A of the Internal Revenue Code;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.	The following sentence is hereby added to the end of Section 5(a) of the Agreement:

2.	The following shall be added as a new Section 5(c):

Conditions to Payment and Acceleration; Section 409A of the Code . The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under Section 5 of this Agreement until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409 A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409 A of the Code, and any payments described in Section 5 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following

the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided , however, that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes.

3.	The last sentence of Section 7 is hereby amended by deleting the words “of the Internal Revenue Code of 1986, as amended (the “Code”)” and replacing them with “of the Code.”

4.	This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania.

5.	Except as modified by this Amendment, the Agreement is hereby confirmed in all respects.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and the year first written above.

MYLAN INC.

/s/ Heather Bresch

By: Heather Bresch

Title: Chief Operating Officer

/s/ Anthony Mauro

Anthony Mauro

Exhibit 10.5(c)

AMENDMENT NO. 2 TO

TRANSITION AND SUCCESSION AGREEMENT

THIS AMENDMENT NO. 2 TO TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) is made as of this 15 ^th day of October, 2009, by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and Anthony Mauro (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Transition and Succession Agreement, as amended to date (the “Agreement”); and

WHEREAS, as permitted by Section 13(a) of the Agreement, the Company and Executive desire to amend the Agreement upon the terms and conditions set forth herein;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. The second to last sentence of Section 4(c) of the Agreement is hereby deleted in its entirety. For the avoidance of doubt, such sentence hereby deleted begins “Anything in this Agreement to the contrary notwithstanding . . .”

2. This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania.

3. Except as expressly set forth herein, the terms and conditions of the Agreement are and shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first written above.


MYLAN INC.

By:		/s/ Joseph F. Haggerty
Name:		Joseph F. Haggerty
Title:		Senior Vice President and General Counsel

EXECUTIVE

/s/ Anthony Mauro

Name: Anthony Mauro

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Heather Bresch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mylan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period[s] presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Heather Bresch

Heather Bresch

Chief Executive Officer

(Principal Executive Officer)

Date: April 27, 2012

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, John D. Sheehan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mylan Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ John D. Sheehan

John D. Sheehan

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: April 27, 2012

Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Mylan Inc. (the “Company”) for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Heather Bresch

Heather Bresch

Chief Executive Officer

(Principal Executive Officer)

/s/ John D. Sheehan

John D. Sheehan

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: April 27, 2012

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-Q.