Common use of Temporary Waiver Clause in Contracts

Temporary Waiver. (a) The Company acknowledges and agrees that, as a result of the Existing Defaults under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder. (b) Subject to the terms and conditions of this Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in Section 1(c) below (the "Outside Waiver Termination Date"), (ii) any Default or Event of Default under the Note Purchase Agreement (including, without limitation, any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company Borrower hereby informs the Lenders and acknowledges and agrees that, as a result that the Borrower may have failed to comply with the minimum net worth covenant set forth in Section 6.17 of the Existing Defaults Credit Agreement for the fiscal quarter ended December 31, 2008 which would result in an Event of Default under the Note Purchase AgreementCredit Agreement as of December 31, 2008 (the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder“Existing Default”). (b) Subject The Lenders hereby agree, subject to the terms and conditions of this Waiver and AmendmentAgreement, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during Default until the period date (“Waiver Termination Date”) that is the "Waiver Period") commencing on the Effective Date and expiring on the earliest earlier to occur of (i) January 31, 2007, unless such date has been automatically extended to February May 15, 2007 as provided in Section 1(c) below (the "Outside Waiver Termination Date"), 2009 and (ii) the date of the occurrence of a Waiver Default (as defined below). The waiver set forth in this Section 3(b) is temporary in nature and the Existing Default shall, unless otherwise agreed to in writing by the Majority Revolving Lenders and the Majority Lenders, be immediately and automatically reinstated on the Waiver Termination Date and shall constitute an “Event of Default” under the Credit Agreement and the other Credit Documents. The waiver by the Lenders described above is contingent upon the satisfaction of the conditions precedent set forth below and is limited to the Existing Default. This waiver is limited to the extent described herein and shall not be construed to be a consent to or a permanent waiver of the Existing Default or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Credit Documents or a waiver of any Default or Event of Default that may hereafter occur. The Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to the Credit Agreement or any other provision of any Credit Document. (c) The Borrower and each Guarantor hereby agrees and acknowledges that (i) the Existing Default has not been permanently waived as a result of this Agreement and that such waiver is temporary in nature, and (ii) concurrent with the Waiver Termination Date, all rights and remedies of the Lenders enjoined as a result of this Section 3 shall, unless otherwise agreed to in writing by the Majority Revolving Lenders and the Majority Lenders, be reinstated. (d) The following shall constitute a “Waiver Default” under this Agreement: (i) the Note Purchase failure of the Borrower or any Guarantor to comply with any covenant or agreement contained in this Agreement; (ii) any representation or warranty contained in this Agreement shall be incorrect in any material respect; or (including, without limitation, iii) the existence of any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of (other than the Existing NPA Waiver, including Section 5 thereof as amended herebyDefault), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. ‌ (a) The Company acknowledges If the Licensee has not obtained the approvals under Section 3.7, the Licensee may request a temporary waiver of that obligation in order to Commercialize the Licensed Product in a “Country of Manufacture” or “Country of Sale” by providing MPP and agrees that, as a result Shionogi: (i) documentary proof that the Licensed Product has been filed for WHO Prequalification (or emergency use listing) or any SRA approval (or emergency use authorization); (ii) documentary proof of marketing approval or registration or compassionate sale permit of the Existing Defaults under Licensed Product in the Note Purchase Agreement“Country of Manufacture” or “Country of Sale” before Commercialization of the Licensed Product in the “Country of Manufacture” or “Country of Sale”; (iii) written certification that the Licensed Product is manufactured in a manner consistent with WHO Prequalification or SRA standards; and (iv) written certification that the product planned for Commercialization in the “Country of Manufacture” or “Country of Sale” and the product filed for WHO Prequalification or SRA approval are the same (including with respect to the composition, the Noteholders maymanufacturing process, on or after December 15manufacturing site, 2006specifications and excipient grades), if they so elect(together, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereundera Temporary Waiver). (b) Subject to If the terms and conditions of this Licensee requests a Temporary Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in under Section 1(c) below (the "Outside Waiver Termination Date"3.8(a), MPP and Shionogi may provide written approval (iinot to be unreasonably withheld) any Default or Event of Default for the Licensee to Commercialize the Licensed Product under the Note Purchase Agreement (including, without limitation, any Default or Event Temporary Waiver for a period of Default arising out of a failure up to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement six calendar months (or any amendment or waiver with respect theretosome other period agreed between MPP and Shionogi) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) from the date on which any representation or warranty in Section 3 hereof fails to be true of MPP and correctShionogi’s written approval. (c) The Outside If a Temporary Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice is approved by MPP and Shionogi and WHO or an SRA denies WHO Prequalification or SRA approval or any other action, if (i) on provisional or prior to December 22, 2006emergency use authorizations available through WHO or an SRA, the Company has provided each Licensee shall immediately cease the Commercialization of the Noteholders Licensed Product and MPP may terminate this Agreement with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing immediate effect by notice in writing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further actionLicensee. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges has advised the Noteholders that it is not currently and agrees thathas not been in compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, and as a result of such non-compliance there have occurred and are continuing Events of Default under Section 12(c) of the Note Purchase Agreement (such non-compliance and resulting Events of Default are collectively referred to herein as the "Existing Defaults"). On the Waiver Effective Date (as defined in Section 3 below), the undersigned Noteholders hereby temporarily waive, as of the date hereof and continuing through December 15, 2006, compliance by the Company with, and the Events of Default occurring as a result of the Existing Defaults under Company's failure to be in compliance with, Sections 7.1(d) and 11.3 of the Note Purchase Agreement, provided, however, this temporary waiver shall only be effective so long as from the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder. (b) Subject to the terms and conditions date of this Waiver and Amendmentcontinuing through December 15, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period 2006 (the "Waiver Period") commencing on ), the Effective Date Company shall be in compliance in all respects with the terms and expiring on conditions of Section 5 hereof. The failure of the earliest Company to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided comply with its agreements in Section 1(c) below (the "Outside 5 of this Waiver Termination Date"), (ii) any Default or shall be deemed an automatic Event of Default under Section 12(c) of the Note Purchase Agreement (includingas of the date the Existing Defaults originally occurred) and a rescission of the temporary waiver in this Section 1, in each case, without limitation, any Default notice or Event other action on behalf of the Noteholders. The temporary waiver of the Existing Defaults is limited to the specific instances of failure to comply and the resulting Events of Default arising out which are described above and shall not be deemed a waiver of a or consent to any other failure to comply with any term, covenant the terms of Sections 7.1(d) or condition 11.3 of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Note Purchase Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each provisions of the Note Purchase Agreement. Such waiver shall not prejudice or constitute a waiver of any right or remedies which the Noteholders may have or be entitled to with a fully executed commitment letter respect to any other breach of Sections 7.1(d) or letters (as amended 11.3 or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations any other provision of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) Note Purchase Agreement. The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, Agreement and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) . For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges has advised the Noteholders that it is not currently and agrees thathas not been in compliance with Sections 7.1(d) and 11.3 of the Note Purchase Agreement, and as a result of such non-compliance there have occurred and are continuing Events of Default under Section 12(c) of the Note Purchase Agreement (such non-compliance and resulting Events of Default are collectively referred to herein as the "Existing Defaults"). On the Waiver Effective Date (as defined in Section 3 below), the undersigned Noteholders hereby temporarily waive, as of the date hereof and continuing through December 15, 2006, compliance by the Company with, and the Events of Default occurring as a result of the Existing Defaults under Company's failure to be in compliance with, Sections 7.1(d) and 11.3 of the Note Purchase Agreement, provided, however, this temporary waiver shall only be effective so long as from the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder. (b) Subject to the terms and conditions date of this Waiver and Amendmentcontinuing through December 15, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period 2006 (the "Waiver Period") commencing on ), the Effective Date Company shall be in compliance in all respects with the terms and expiring on conditions of Section 5 hereof. The failure of the earliest Company to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided comply with its agreements in Section 1(c) below (the "Outside 5 of this Waiver Termination Date"), (ii) any Default or shall be deemed an automatic Event of Default under Section 12(c) of the Note Purchase Agreement (includingas of the date the Existing Defaults originally occurred) and a rescission of the temporary waiver in this Section 1, in each case, without limitation, any Default notice or Event other action on behalf of the Noteholders. The temporary waiver of the Existing Defaults is limited to the specific instances of failure to comply and the resulting Events of Default arising out which are described above and shall not be deemed a waiver of a or consent to any other failure to comply with any term, covenant the terms of Sections 7.1(d) or condition 11.3 of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Note Purchase Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each provisions of the Note Purchase Agreement. Such waiver shall not prejudice or constitute a waiver of any right or remedies which the Noteholders may have or be entitled to with a fully executed commitment letter respect to any other breach of Sections 7.1(d) or letters (as amended 11.3 or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations any other provision of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) Note Purchase Agreement. The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Series A Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, Agreement and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Series A Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Series A Notes and under applicable law. (e) . For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Series A Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges If the Licensee has not obtained the approvals under Section 3.7, the Licensee may request a temporary waiver of that obligation in order to Commercialize the Licensed Product in a “Country of Manufacture” or “Country of Sale” by providing MPP and agrees that, as a result Shionogi: (i) documentary proof that the Licensed Product has been filed for WHO Prequalification (or emergency use listing) or any SRA approval (or emergency use authorization); (ii) documentary proof of marketing approval or registration or compassionate sale permit of the Existing Defaults under Licensed Product in the Note Purchase Agreement“Country of Manufacture” or “Country of Sale” before Commercialization of the Licensed Product in the “Country of Manufacture” or “Country of Sale”; (iii) written certification that the Licensed Product is manufactured in a manner consistent with WHO Prequalification or SRA standards; and (iv) written certification that the product planned for Commercialization in the “Country of Manufacture” or “Country of Sale” and the product filed for WHO Prequalification or SRA approval are the same (including with respect to the composition, the Noteholders maymanufacturing process, on or after December 15manufacturing site, 2006specifications and excipient grades), if they so elect(together, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereundera Temporary Waiver). (b) Subject to If the terms and conditions of this Licensee requests a Temporary Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in under Section 1(c) below (the "Outside Waiver Termination Date"3.8(a), MPP and Shionogi may provide written approval (iinot to be unreasonably withheld) any Default or Event of Default for the Licensee to Commercialize the Licensed Product under the Note Purchase Agreement (including, without limitation, any Default or Event Temporary Waiver for a period of Default arising out of a failure up to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement six calendar months (or any amendment or waiver with respect theretosome other period agreed between MPP and Shionogi) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) from the date on which any representation or warranty in Section 3 hereof fails to be true of MPP and correctShionogi’s written approval. (c) The Outside If a Temporary Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice is approved by MPP and Shionogi and WHO or an SRA denies WHO Prequalification or SRA approval or any other action, if (i) on provisional or prior to December 22, 2006emergency use authorizations available through WHO or an SRA, the Company has provided each Licensee shall immediately cease the Commercialization of the Noteholders Licensed Product and MPP may terminate this Agreement with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing immediate effect by notice in writing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further actionLicensee. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges Subject to the conditions set forth in Section 7 hereof, Agent and agrees that, Lenders hereby (i) temporarily waive during the Waiver Period (as a result defined below) any Event of Default or Unmatured Event of Default under Section 9.1 of the Existing Defaults Credit Agreement arising out of the Borrower's failure (A) to make the Scheduled Term A Repayment and Scheduled Term B Repayment due June 30, 2003, (B) to make the payment required by Section 3.2(d) of the Credit Agreement on July 1, 2003, (C) to comply with Sections 8.1(a), (b) and (c) of the Credit Agreement for the fiscal quarter of Borrower ended June 30, 2003, and (D) to comply with Sections 7.4, 7.5, 8.4, 8.6 and 8.7 solely with respect to Xxxxxxx-Xxxxx Deutschland Holding GmbH & Co. KG and its wholly-owned subsidiaries, Xxxxxxx-Xxxxx Europe GmbH and Vision-Ease Deutschland GmbH (each of the matters in clauses (A), (B) (C) and (D) being, the "Disclosed Defaults") and (ii) temporarily waive during the Waiver Period the application of the Default Rate with respect to the Disclosed Defaults. For purposes of this Waiver, "Waiver Period" means the period commencing on the Effective Date and terminating on the earliest of (a) July 15, 2003; and (b) the occurrence of an Additional Default (as defined below) under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunderLoan Documents. (b) Subject Upon the termination of the Waiver Period as provided above, Agent and Lenders shall be fully entitled to exercise any rights or remedies they may have under the Credit Agreement, the Loan Documents or applicable law. Nothing herein shall limit or restrict in any way the rights and remedies of Agent or any Lender with respect to any Unmatured Event of Default or Event of Default (including any breach by the Borrower of any covenant contained in Section 4 of this Agreement) other than a Disclosed Default (collectively, the "Additional Defaults" and, individually, each an "Additional Default"). (c) Notwithstanding the waiver of the Disclosed Defaults pursuant to this Agreement and Temporary Waiver or anything in the Credit Agreement to the contrary, the Borrower hereby acknowledges and agrees that during the Waiver Period no Revolving Lender shall be obligated to make Revolving Loans pursuant to the terms and conditions of this Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in Section 1(c) below (the "Outside Waiver Termination Date"), (ii) any Default or Event of Default under the Note Purchase Agreement (including, without limitation, any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further actionCredit Agreement. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver PeriodBORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE WAIVERS SET FORTH IN THIS SECTION 2 ARE EFFECTIVE ONLY DURING THE WAIVER PERIOD AND THAT, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver PeriodAFTER THE TERMINATION OF THE WAIVER PERIOD, without notice or other action of any kind by the NoteholdersTHE CREDIT AGREEMENT WILL BE IN MATERIAL DEFAULT AND AGENT AND LENDERS WILL BE FULLY ENTITLED IMMEDIATELY TO EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT, THE LOAN DOCUMENTS OR APPLICABLE LAW WITHOUT REGARD TO ANY MATTERS TRANSPIRING DURING THE WAIVER PERIOD OR THE FINANCIAL CONDITION OR PROSPECTS OF BORROWER AND ITS SUBSIDIARIES. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase AgreementBORROWER UNDERSTANDS THAT AGENT AND LENDERS ARE EXPRESSLY RELYING ON THE TERMS OF THIS SECTION 2(d) AND WOULD NOT HAVE ENTERED INTO THIS WAIVER BUT FOR BORROWER'S ACKNOWLEDGMENT AND AGREEMENT IN THIS SECTION 2(d), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges Subject to the conditions set forth in Section 7 hereof, Agent and agrees that, Lenders hereby (i) temporarily waive during the Waiver Period (as a result defined below) any Event of Default or Unmatured Event of Default under Section 9.1 of the Existing Defaults Credit Agreement arising out of the Borrower's failure (A) to make the Scheduled Term A Repayment and Scheduled Term B Repayment due June 30, 2003, (B) to make the payment required by Section 3.2(d) of the Credit Agreement on July 1, 2003, (C) to comply with Sections 8.1(a), (b) and (c) of the Credit Agreement for the fiscal quarter of Borrower ended June 30, 2003, and (D) to comply with Sections 7.4, 7.5, 8.4, 8.6 and 8.7 solely with respect to Bxxxxxx-Xxxxx Deutschland Holding GmbH & Co. KG and its wholly-owned subsidiaries, Bxxxxxx-Xxxxx Europe GmbH and Vision-Ease Deutschland GmbH (each of the matters in clauses (A), (B) (C) and (D) being, the "Disclosed Defaults") and (ii) temporarily waive during the Waiver Period the application of the Default Rate with respect to the Disclosed Defaults. For purposes of this Waiver, "Waiver Period" means the period commencing on the Effective Date and terminating on the earliest of (a) September 15, 2003; and (b) the occurrence of an Additional Default (as defined below) under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunderLoan Documents. (b) Subject Upon the termination of the Waiver Period as provided above, Agent and Lenders shall be fully entitled to exercise any rights or remedies they may have under the Credit Agreement, the Loan Documents or applicable law. Nothing herein shall limit or restrict in any way the rights and remedies of Agent or any Lender with respect to any Unmatured Event of Default or Event of Default (including any breach by the Borrower of any covenant contained in Section 4 of this Agreement) other than a Disclosed Default (collectively, the "Additional Defaults" and, individually, each an "Additional Default"). (c) Notwithstanding the waiver of the Disclosed Defaults pursuant to this Agreement and Temporary Waiver or anything in the Credit Agreement to the contrary, the Borrower hereby acknowledges and agrees that during the Waiver Period no Revolving Lender shall be obligated to make Revolving Loans pursuant to the terms and conditions of this Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in Section 1(c) below (the "Outside Waiver Termination Date"), (ii) any Default or Event of Default under the Note Purchase Agreement (including, without limitation, any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further actionCredit Agreement. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver PeriodBORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE WAIVERS SET FORTH IN THIS SECTION 2 ARE EFFECTIVE ONLY DURING THE WAIVER PERIOD AND THAT, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver PeriodAFTER THE TERMINATION OF THE WAIVER PERIOD, without notice or other action of any kind by the NoteholdersTHE CREDIT AGREEMENT WILL BE IN MATERIAL DEFAULT AND AGENT AND LENDERS WILL BE FULLY ENTITLED IMMEDIATELY TO EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT, THE LOAN DOCUMENTS OR APPLICABLE LAW WITHOUT REGARD TO ANY MATTERS TRANSPIRING DURING THE WAIVER PERIOD OR THE FINANCIAL CONDITION OR PROSPECTS OF BORROWER AND ITS SUBSIDIARIES. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase AgreementBORROWER UNDERSTANDS THAT AGENT AND LENDERS ARE EXPRESSLY RELYING ON THE TERMS OF THIS SECTION 2(d) AND WOULD NOT HAVE ENTERED INTO THIS WAIVER BUT FOR BORROWER'S ACKNOWLEDGMENT AND AGREEMENT IN THIS SECTION 2(d), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges If the Licensee has not obtained the approvals under Section 3.7, the Licensee may request a temporary waiver of that obligation in order to Commercialize the Licensed Product in a “Country of Manufacture” or “Country of Sale” by providing MPP and agrees that, as a result Shionogi: (i) documentary proof that the Licensed Product has been filed for WHO Prequalification (or emergency use listing) or any SRA approval (or emergency use authorization); (ii) documentary proof of marketing approval or registration or compassionate sale permit of the Existing Defaults under Licensed Product in the Note Purchase Agreement“Country of Manufacture” or “Country of Sale” before Commercialization of the Licensed Product in the “Country of Manufacture” or “Country of Sale”; DocuSign Envelope ID: CA69B741-C435-4DB2-9D40-D4529C9174DE (iii) written certification that the Licensed Product is manufactured in a manner consistent with WHO Prequalification or SRA standards; and (iv) written certification that the product planned for Commercialization in the “Country of Manufacture” or “Country of Sale” and the product filed for WHO Prequalification or SRA approval are the same (including with respect to the composition, the Noteholders maymanufacturing process, on or after December 15manufacturing site, 2006specifications and excipient grades), if they so elect(together, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereundera Temporary Waiver). (b) Subject to If the terms and conditions of this Licensee requests a Temporary Waiver and Amendment, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date and expiring on the earliest to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in under Section 1(c) below (the "Outside Waiver Termination Date"3.8(a), MPP and Shionogi may provide written approval (iinot to be unreasonably withheld) any Default or Event of Default for the Licensee to Commercialize the Licensed Product under the Note Purchase Agreement (including, without limitation, any Default or Event Temporary Waiver for a period of Default arising out of a failure up to comply with any term, covenant or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement six calendar months (or any amendment or waiver with respect theretosome other period agreed between MPP and Shionogi) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) from the date on which any representation or warranty in Section 3 hereof fails to be true of MPP and correctShionogi’s written approval. (c) The Outside If a Temporary Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice is approved by MPP and Shionogi and WHO or an SRA denies WHO Prequalification or SRA approval or any other action, if (i) on provisional or prior to December 22, 2006emergency use authorizations available through WHO or an SRA, the Company has provided each Licensee shall immediately cease the Commercialization of the Noteholders Licensed Product and MPP may terminate this Agreement with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing immediate effect by notice in writing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further actionLicensee. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges and agrees that, as a result Obligors hereby acknowledge the existence of the Existing Defaults under following Events of Default: (i) the Note Purchase Agreement, Company’s failure to comply with Section 9.11(a) of the Noteholders may, on or after December 15Credit Agreement (Financial Indebtedness to Total Capitalization ratio) for the fiscal quarter ended June 30, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect (ii) the Company's obligations thereunder’s failure to comply with Section 9.11(c) of the Credit Agreement (Senior Secured Financial Indebtedness to Adjusted EBITDA ratio) for the fiscal quarter ended June 30, 2006, (iii) the Company’s failure to comply with Section 9.12 of the Credit Agreement (Consolidated Tangible Net Worth requirement) for the fiscal quarter ended June 30, 2006, and (iv) the Company’s failure to comply with Section 9.13 of the Credit Agreement (Fixed Charge Coverage Ratio) for the fiscal quarter ended June 30, 2006. Such Defaults and Events of Default shall be collectively referred to herein as the “Existing Defaults”. (b) Subject The Banks hereby agree, subject to the terms and conditions of this Waiver and AmendmentAgreement, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") the Existing Defaults during until the period date (“Waiver Termination Date”) that is the "Waiver Period") commencing on the Effective Date and expiring on the earliest earlier to occur of (i) January 31September 30, 20072006, unless such date has been automatically extended to February 15, 2007 as provided in Section 1(c) below (the "Outside Waiver Termination Date"), and (ii) the date of the occurrence of a Waiver Default (as defined below). The waiver set forth in this Section 2(b) is temporary in nature and all such Existing Defaults shall, unless otherwise agreed to in writing by the Required Banks, be immediately and automatically reinstated on the Waiver Termination Date and shall constitute “Events of Default” under the Credit Agreement and the other Credit Documents. The waiver by the Banks described above is contingent upon the satisfaction of the conditions precedent set forth below and is limited to the Existing Defaults. This waiver is limited to the extent described herein and shall not be construed to be a consent to or a permanent waiver of the Existing Defaults or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Credit Documents or a waiver of any Default or Event of Default that may hereafter occur. The Banks reserve the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to the Credit Agreement or any other provision of any Credit Document. (c) Each Obligor hereby further agrees and acknowledges that (i) the Existing Defaults have not been permanently waived as a result of this Agreement and that such waiver is temporary in nature, and (ii) concurrent with the Waiver Termination Date, all rights and remedies of the Banks enjoined as a result of this Section 2 shall, unless otherwise agreed to in writing by the Required Banks, be reinstated. (d) The following shall constitute a “Waiver Default” under this Agreement: (i) the Note Purchase Agreement (includingfailure of any Obligor to comply with any covenant or agreement contained in this Agreement, including without limitation, any agreement set forth in Section 3 below; (ii) any representation or warranty contained in this Agreement shall be incorrect in any material respect; or (iii) the existence of any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of (other than the Existing NPA Waiver, including Section 5 thereof as amended herebyDefaults), (iii) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges and agrees that, as a result of the Existing Defaults under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder. (b) Subject to the terms satisfaction (or waiver in writing by the Agent) of, and effective upon the conditions of this Waiver and Amendmentset forth in, Section 6.01 (the date upon which such conditions are satisfied (or waived in writing by the Agent), the Noteholders hereby agree to temporarily waive (collectively“Waiver Effective Date”), the "Waivers"Lender (in its capacities as Agent and the sole lender under the Facility Agreement) hereby temporarily waives the Existing Defaults Events of Default solely during the period (the "Waiver Period") commencing . The “Waiver Period” means the period beginning on the Waiver Effective Date and expiring ending on the earliest earlier to occur of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided 2024, (ii) any date prior to January 15, 2024 on which any Event of Default (other than the Existing Events of Default) occurs and (iii) the failure of any Loan Party to comply with any term, condition or covenant set forth in Section 1(c) below this Agreement (such earlier date, the "Outside “Waiver Termination Date"”). The waiver contained in this Section 2.01(a) is a limited and temporary waiver and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, or alter or impair the obligations or any of the rights or remedies of the Lender (in its capacities as Agent and lender and in any other capacity) under the Facility Documents at law or in equity, except as otherwise expressly set forth herein, of (A) any Default or Event of Default under (other than the Note Purchase Agreement (including, without limitation, any Default or Event Existing Events of Default arising out of a failure to comply with during the Waiver Period) or (B) any term, covenant term or condition of the Existing NPA Waiver, including Section 5 thereof as amended hereby)Facility Agreement and the other Facility Documents, (iii) the breach or nonperformance shall not constitute nor be deemed to constitute a consent by the Company or any Subsidiary of any covenant, agreement or condition Lender to anything other than the specific purpose set forth in this Waiver herein and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver custom or course of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of dealing among the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Periodparties hereto. Without limiting the foregoing, upon the expiration parties hereto acknowledge and agree that immediately following the Waiver Termination Date, none of the Waiver Period, an Event Existing Events of Default will continue shall be subject to exist under the Note Purchase Agreement, waiver contained herein and the Noteholders may, without the need for the expiration Lender (in its capacities as Agent and a lender) shall be entitled to exercise all of grace periods, if any, in connection its rights and remedies with the Existing Defaults (but otherwise respect thereto in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable lawFacility Documents. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company acknowledges and agrees thatLenders party to this Agreement hereby agree, as a result of the Existing Defaults under the Note Purchase Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, proceed to enforce their respective rights and remedies under the Note Purchase Agreement to collect the Company's obligations thereunder. (b) Subject subject to the terms and conditions of this Waiver and AmendmentAgreement, the Noteholders hereby agree to temporarily waive (collectively, the "Waivers") Designated Default until the Existing Defaults during the period (the "Waiver Period") commencing on date that is six months after the Effective Date (the “Waiver Termination Date”). The waiver by the Lenders described in this Section 1 is contingent upon the satisfaction of the conditions precedent set forth in this Agreement and expiring on is limited to the earliest Designated Default. Such waiver is limited to occur the extent described herein and shall not be construed to be a consent to or a permanent waiver of the Designated Default or Section 7.1 of the Credit Agreement or any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Credit Documents. For the avoidance of doubt, until the Waiver Termination Date, no Default or Event of Default shall be deemed to exist with respect to the Designated Default for the purpose of (i) January 31, 2007, unless such date has been automatically extended to February 15, 2007 as provided in Section 1(c) below (any right of the "Outside Waiver Termination Date"), (ii) Credit Parties under the Credit Documents that is conditioned upon the absence of any Default or Event of Default under and (ii) any right of the Note Purchase Agreement (includingAdministrative Agent, without limitationthe Lenders or any Issuing Lender, any the exercise of which is conditioned upon the existence of a Default or Event of Default arising out of a failure Default. The Administrative Agent and the Lenders reserve the right to comply exercise any rights and remedies available to them in connection with any term, covenant other present or condition future Defaults or Events of Default with respect to the Existing NPA Waiver, including Section 5 thereof as amended hereby), (iii) the breach or nonperformance by the Company Credit Agreement or any Subsidiary other provision of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 Waivers, and (v) the date on which any representation or warranty in Section 3 hereof fails to be true and correctCredit Document. (cb) The Outside waiver by the Lenders described in this Section 1 is temporary in nature and the Designated Default shall, unless otherwise waived by the Majority Lenders, be immediately and automatically reinstated on the Waiver Termination Date and shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any constitute an “Event of Default” under the Credit Agreement and the other action, if Credit Documents. Each of the Credit Parties hereby agrees and acknowledges that (i) on or prior to December 22the Designated Default has not been permanently waived as a result of this Agreement and that such waiver is temporary in nature, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) concurrent with the waiver period under each Waiver Termination Date, all rights and remedies of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension Lenders enjoined as a result of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver shall not entitle the Company to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement or the Notes. The Noteholders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of Default will continue to exist under the Note Purchase Agreement, and the Noteholders may, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults (but otherwise in accordance with the terms of the Note Purchase Agreement), accelerate the payment in full of the obligations owed to the Noteholders under the Note Purchase Agreement and Notes, and enforce and exercise any or all of the Noteholders' rights under or in respect of the Note Purchase Agreement and the Notes and under applicable lawreinstated. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.

Temporary Waiver. (a) The Company 1.1 Each Borrower hereby acknowledges and agrees that, as a result of the Existing Defaults under the Note Purchase Credit Agreement, the Noteholders may, on or after December 15, 2006, if they so elect, Banks may proceed to enforce their respective rights and remedies under and in accordance with the Note Purchase Agreement Loan Documents, including without limitation to collect the Company's Borrowers' obligations thereunderto the Banks. (b) 1.2 Subject to the terms and conditions of this Waiver and AmendmentAgreement, the Noteholders hereby Banks agree to temporarily waive (collectively, the "WaiversWaiver") the Existing Defaults during the period (the "Waiver Period") commencing on the Effective Date date hereof and expiring on the earliest to occur of (iA) January 31, 2007, unless such date has been automatically extended to February December 15, 2007 as provided in Section 1(c) below 2006 (the "Outside Waiver Termination Date"'), (iiB) any Default or Event of Default under the Note Purchase Agreement (including, without limitation, any Default or Event of Default arising out of a failure to comply with any term, covenant or condition of Loan Document other than the Existing NPA Waiver, including Section 5 thereof as amended hereby)Defaults, (iiiC) the breach or nonperformance by the Company or any Subsidiary of any covenant, agreement or condition set forth in this Waiver and Amendment or the Other December 2006 Waivers, (iv) any breach of, default, event of default or Securitization Default under any Other Primary Loan Agreement (or any amendment or waiver with respect thereto) or any termination or other expiration of the waiver period set forth in the Other December 2006 WaiversAgreement, and (vD) the date on which any representation or warranty in Section 3 hereof fails to be true and correct. (c) 1.3 The Outside Waiver Termination Date shall be automatically extended from January 31, 2007 to February 15, 2007, without notice or any other action, if (i) on or prior to December 22, 2006, the Company has provided each of the Noteholders with a fully executed commitment letter or letters (as amended or otherwise modified from time to time, collectively, the "Commitment Letters") providing fully underwritten commitments from one or more reputable financial institutions and/or institutional investors to provide financing to the Company in an aggregate amount sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007, in form and substance satisfactory to the Required Holders and (ii) the waiver period under each of the Other December 2006 Waivers has likewise been (or shall be, concurrently with the extension of the Waiver Period) extended to February 15, 2007 on terms and conditions satisfactory to the Required Holders; provided, however if on or prior to January 31, 2007, (x) any of the Commitment Letters is terminated (unless the commitments under the remaining Commitment Letters, after giving effect to such termination and any new Commitment Letter or Commitment Letters entered into by the Company in replacement of such terminated Commitment Letter and delivered to each of the Noteholders prior to such termination, are sufficient to pay in full all outstanding obligations of the Company and its Subsidiaries under the Primary Loan Documents on or prior to February 15, 2007) or (y) the waiver period under any of the Other December 2006 Waivers shall have reverted to January 31, 2007 then, in any such case, the Outside Waiver Termination Date shall revert to January 31, 2007; provided, further that if any of the events described in the foregoing clauses (x) or (y) occurs after January 31, 2007, the Waiver Period shall expire as of the occurrence of such event without notice or any further action. (d) The waiver contemplated in this Section 1 shall be effective only for the Existing Defaults and only for the Waiver Period, and such waiver Waiver shall not entitle the Company Borrowers to any future waiver in similar or other circumstances and shall automatically cease to be effective upon the expiration of the Waiver Period, without notice or other action of any kind by the Noteholders. Such waiver shall not prejudice or constitute a waiver of any right or remedies which any Noteholder may have or be entitled to with respect to any other breach of any provision of any of the Note Purchase Agreement Agent or the NotesBanks. The Noteholders Agent and the Banks reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Note Purchase Agreement and Notes Loan Documents as a result of the Existing Defaults upon the expiration of the Waiver Period. Without limiting the foregoing, upon the expiration of the Waiver Period, an Event of a Default will continue to exist under the Note Purchase Agreement, Credit Agreement and the Noteholders mayAgent shall, upon the request of the Required Banks, without the need for the expiration of grace periods, if any, in connection with the Existing Defaults Defaults, (but otherwise in accordance with the terms of the Note Purchase Credit Agreement), accelerate the payment in full of the obligations owed to the Noteholders Agent and the Banks under the Note Purchase Agreement and NotesLoan Documents, and enforce and exercise any or all of the Noteholders' Agent's rights under or in respect of the Note Purchase Credit Agreement and the Notes other Loan Documents and under applicable law. (e) For avoidance of doubt, it is hereby acknowledged and agreed to by the Company that the addition of the agreements and covenants in Section 5 hereof and their continuance beyond the Waiver Period are not to be construed as an acquiescence or waiver of the Existing Defaults beyond the Waiver Period but are added for additional protection of the Noteholders, and the Noteholders shall retain all their rights and remedies under or in respect of the Note Purchase Agreement and Notes and under applicable law with respect to the Existing Defaults upon the expiration or termination of the Waiver Period.