Solely in connection with the repayment of Term A-1 Loans and Term B-1 Loans on the First Amendment Effective Date, the Administrative Agent and the Required Lenders hereby waive any required notice of prepayment of Term A-1 Loans and Term B-1 Loans pursuant to Section 2.05 of the Existing Credit Agreement.  Each Lender delivering an executed counterpart of this Amendment hereby irrevocably waives its right to receive any payments under Section 3.05 of the Existing Credit Agreement as a result of its Term A-1 Loans or Term B-1 Loans, as applicable, being repaid on the First Amendment Effective Date and not on the last day of the Interest Period applicable thereto.