Upon satisfaction of the conditions precedent contained in Section 2 below, the Lenders hereby waive the requirement that the Net Cash Proceeds of the German Subsidiary Sale (the “German Subsidiary Sale Proceeds”) be used to prepay the Loans or to be reinvested as provided in Section 2.05(b)(i) of the Credit Agreement. The foregoing waiver of the application of the German Subsidiary Sale Proceeds is limited to the application of the German Subsidiary Sale Proceeds and to no other matter. By providing the forgoing waiver the Lenders are not agreeing to provide any waivers or consents in the future.