Common use of Waiver Agreements Clause in Contracts

Waiver Agreements. (a) The Lenders hereby waive the Subject Defaults; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b) or Section 7.11(c) of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension (A) if, after giving effect to such Credit Extension, the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations would exceed $107,940,000 on or before August 30, 2014 (and thereafter, the amount of the Revolving Credit Facility), and (B) unless the Borrower has delivered to the Administrative Agent the Required Borrowing Certificate, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders hereby request pursuant to Section 2.03(h) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, and (iii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults exists. (d) The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows of the Loan Parties to exceed: (i) during the Calendar Week ending August 10, 2014, 120% of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance"); (ii) during the two Calendar Week period ending August 17, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending Variance. (e) On Tuesday of each Calendar Week, beginning on August 12, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders (i) a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) above, and (ii) a comparison of actual Cash Inflows and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 8, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance in the Domestic Accounts exceeds $3,000,000 on each of such Business Days, then on the next Business Day, the Borrower shall prepay (or cause to be prepaid) Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excess.

Waiver Agreements. (a) The Lenders hereby waive the Subject Defaults; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b) or Section 7.11(c) of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension (A) if, after giving effect to such Credit Extension, the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations would exceed $107,940,000 on or before August 30, 2014 (and thereafter, [102,940,000] minus the amount decrease in the Outstanding Amount of L/C Obligations after the Revolving Credit Facility), and (B) unless the Borrower has delivered date of this Waiver due to the Administrative Agent the Required Borrowing Certificatetermination, expiration, cancellation or reduction of any Existing Letter of Credit, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, and (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders hereby request pursuant to Section 2.03(h) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, and (iii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults exists. (d) The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows of the Loan Parties to exceed: (i) during the Calendar Week ending August 103, 2014, 120% of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance");; and (ii) during the two Calendar Week period ending August 1710, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 103, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending Variance. (e) On Tuesday of each Calendar Week, beginning on August 125, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders (i) a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) above, and (ii) a comparison of actual Cash Inflows and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 81, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) The Borrower hereby acknowledges and agrees that the Administrative Agent has the right to order, at the Borrower's expense, an appraisal of each Mortgaged Vessel at any time before October 15, 2014. (h) The Borrower hereby agrees that it will, simultaneously with the delivery of each certificate demonstrating compliance with the Collateral Coverage Sublimit, certify to the Administrative Agent (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance in balance of all outstanding Foreign Accounts Receivables, and (ii) the Domestic Accounts exceeds $3,000,000 on each aggregate balance of such Business Days, then on the next Business Day, the Borrower shall prepay (or cause to be prepaid) Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excessall outstanding Foreign Account Receivables owing by Petróleos Mexicanos.

Waiver Agreements. (a) The Lenders hereby waive the Subject DefaultsDefaults and the Revolving Borrowing Requirement with respect to the Subject Revolving Borrowings; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS AND REVOLVING BORROWING REQUIREMENT SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. P.M. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b7.11(c), Section 7.11(d) or Section 7.11(c) 7.20 of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension Extensions (Aas defined in the First Lien Credit Agreement) if, after giving effect to such Credit Extension, in an aggregate principal amount in excess of $5,000,000 in the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations would exceed $107,940,000 on or before August 30, 2014 (and thereafter, the amount of the Revolving Credit Facility), and (B) unless the Borrower has delivered to the Administrative Agent the Required Borrowing Certificateaggregate, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, Rate and (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders Borrower hereby request acknowledges and agrees, that, pursuant to Section 2.03(h2.06(b)(i) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, exist and (iiiii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults existsexist. (d) The Borrower has provided the Administrative Agent and the Lenders with a cash flow forecast (the "Cash Flow Forecast") for the Loan Parties during the period from and including the date of this Waiver through and including July 27, 2014 (the "Cash Flow Forecast Period"). The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows cash expenditures of the Loan Parties to exceed: (i) exceed $8,850,000 in the aggregate during the Calendar Week ending August 10, 2014, 120% of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance"); (ii) during the two Calendar Week period ending August 17, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending VariancePeriod. (e) On Tuesday of each Calendar Week, beginning on August 12, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders (i) a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) above, and (ii) a comparison of actual Cash Inflows and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 8, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance in the Domestic Accounts exceeds $3,000,000 on each of such Business Days, then on the next Business Day, the Borrower shall prepay (or cause to be prepaid) Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excess.

Waiver Agreements. (a) The Lenders hereby waive the Subject DefaultsDefaults and the Revolving Borrowing Requirement with respect to the Subject Revolving Borrowings; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS AND REVOLVING BORROWING REQUIREMENT SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. P.M. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b7.11(c), Section 7.11(d) or Section 7.11(c) 7.20 of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension (as defined in the First Lien Credit Agreement) (A) if, after giving effect to such Credit Extension, the aggregate Outstanding Amount (as defined in the First Lien Credit Agreement) of all Revolving Credit LoansLoans (as defined in the First Lien Credit Agreement), Swing Line Loans (as defined in the First Lien Credit Agreement) and L/C Obligations (as defined in the First Lien Credit Agreement) would exceed $107,940,000 on or before August 30, 2014 (and thereafter, the amount of the Revolving Credit FacilityFacility (as defined in the First Lien Credit Agreement), ) and (B) unless the Borrower has delivered to the Administrative Agent a copy of the Required Borrowing CertificateCertificate delivered to the First Lien Administrative Agent, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, Rate and (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders Borrower hereby request acknowledges and agrees, that, pursuant to Section 2.03(h2.06(b)(i) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, exist and (iiiii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults existsexist. (d) The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows of the Loan Parties to exceed: (i) during the Calendar Week ending August 10, 2014, 120% of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, Week plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance"); (ii) during the two Calendar Week period ending August 17, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending Variance. (e) On Tuesday of each Calendar Week, beginning on August 12, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders (i) a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) above, and (ii) a comparison of actual Cash Inflows and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 8, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance in the Domestic Accounts exceeds $3,000,000 on each of such Business Days, then on the next Business Day, the Borrower shall be permitted to prepay (or cause to be prepaid) Revolving Credit LoansLoans (as defined in the First Lien Credit Agreement), Swing Line Loans (as defined in the First Lien Credit Agreement) or Cash Collateralize (as defined in the First Lien Credit Agreement) the L/C ObligationsObligations (as defined in the First Lien Credit Agreement), or any combination of the foregoing, in an aggregate amount equal to such excess, which prepayment amount shall not be a reduction in commitment but may be reborrowed.

Waiver Agreements. (a) The Lenders hereby waive the Subject Defaults; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b) or Section 7.11(c) of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension (A) if, after giving effect to such Credit Extension, Extensions in excess of $2,500,000 in the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations would exceed $107,940,000 on or before August 30, 2014 (and thereafter, the amount of the Revolving Credit Facility), and (B) unless the Borrower has delivered to the Administrative Agent the Required Borrowing Certificateaggregate, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, and (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders hereby request pursuant to Section 2.03(h) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, and (iii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults exists. (d) The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows of the Loan Parties to exceed: (i) during acknowledges the Calendar Week ending August 10, 2014, 120% request of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance"); (ii) during the two Calendar Week period ending August 17, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending Variance. (e) On Tuesday of each Calendar Week, beginning on August 12, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Required Lenders to engage a financial consultant, (iii) a variance analysis agrees to pay all reasonable fees, costs and expenses incurred by the Administrative Agent or its Affiliates in connection with the initial and ongoing engagement of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) abovefinancial consultant, and (iiiii) a comparison of actual Cash Inflows agrees to, and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth to cause its Subsidiaries to (A) cooperate in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 8, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to good faith with the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be such financial consultant in a form substantially similar to the Cash Flow Forecast. (g) (i) If, at the end connection with such financial consultant's ongoing financial review of any two consecutive Business Days, the aggregate Cash Balance in the Domestic Accounts exceeds $3,000,000 on each of such Business Days, then on the next Business Day, the Borrower shall prepay and its Subsidiaries, and (B) allow such financial consultant to visit and inspect its properties, to examine its corporate, financial and operating records, and make copies thereof or cause abstracts therefrom, and to be prepaid) Revolving Credit Loansdiscuss its affairs, Swing Line Loans or Cash Collateralize the L/C Obligationsfinances and accounts with its directors, or any combination of the foregoingofficers, in an aggregate amount equal to such excessand independent public accountants.

Waiver Agreements. (a) The Lenders hereby waive the Subject DefaultsDefaults and the Revolving Borrowing Requirement with respect to the Subject Revolving Borrowings; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS AND REVOLVING BORROWING REQUIREMENT SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. P.M. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b7.11(c), Section 7.11(d) or Section 7.11(c) 7.20 of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension (Aas defined in the First Lien Credit Agreement) if, after giving effect to such Credit Extension, the aggregate Outstanding Amount (as defined in the First Lien Credit Agreement) of all Revolving Credit LoansLoans (as defined in the First Lien Credit Agreement), Swing Line Loans (as defined in the First Lien Credit Agreement) and L/C Obligations (as defined in the First Lien Credit Agreement) would exceed $107,940,000 on or before August 30, 2014 102,940,000 minus the decrease in the Outstanding Amount (and thereafter, as defined in the amount First Lien Credit Agreement) of L/C Obligations (as defined in the Revolving First Lien Credit Facility), and (BAgreement) unless after the Borrower has delivered date of this Waiver due to the Administrative Agent the Required Borrowing Certificatetermination, expiration, cancellation or reduction of any Existing Letter of Credit, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, Rate and (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders Borrower hereby request acknowledges and agrees, that, pursuant to Section 2.03(h2.06(b)(i) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, exist and (iiiii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults existsexist. (d) The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows of the Loan Parties to exceed: (i) during the Calendar Week ending August 103, 2014, 120% of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance");; and (ii) during the two Calendar Week period ending August 1710, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 103, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending Variance. (e) On Tuesday of each Calendar Week, beginning on August 125, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders (i) a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) above, and (ii) a comparison of actual Cash Inflows and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 81, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) The Borrower hereby acknowledges and agrees that the Administrative Agent has the right to order, at the Borrower's expense, an appraisal of each Mortgaged Vessel at any time before October 15, 2014. (h) The Borrower hereby agrees that it will, simultaneously with the delivery of each certificate demonstrating compliance with the Collateral Coverage Sublimit (as defined in the First Lien Credit Agreement) pursuant to the First Lien Credit Agreement, deliver a copy of such certificate to the Administrative Agent and certify to the Administrative Agent (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance balance of all outstanding Foreign Accounts Receivables (as defined in the Domestic Accounts exceeds $3,000,000 on each First Lien Credit Agreement), and (ii) the aggregate balance of all outstanding Foreign Account Receivables (as defined in the First Lien Credit Agreement) owing by Petróleos Mexicanos. (i) The Borrower agrees to pay the fees and expenses of counsel and the financial advisors to the Administrative Agent in connection with this Waiver and the other Loan Documents (including a retainer for the estimated fees and expenses of such Business Days, then counsel and a $100,000 retainer fee for such financial advisors) immediately upon request. (j) The Borrower acknowledges and agrees that all accrued and unpaid interest on the next Business Day, Loans is due to the Borrower shall prepay (or cause Lenders pursuant to be prepaidSection 2.06(c) Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoingCredit Agreement and will be paid on July 31, in an aggregate amount equal to such excess2014.

Waiver Agreements. (a) The Lenders hereby waive the Subject Defaults; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b) or Section 7.11(c) of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension (A) if, after giving effect to such Credit Extension, Extensions in excess of $5,000,000 in the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations would exceed $107,940,000 on or before August 30, 2014 (and thereafter, the amount of the Revolving Credit Facility), and (B) unless the Borrower has delivered to the Administrative Agent the Required Borrowing Certificateaggregate, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, and (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders hereby request pursuant to Section 2.03(h) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults exists, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, and (iii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults exists. (d) The Borrower has provided the Administrative Agent and the Lenders with a cash flow forecast (the "Cash Flow Forecast") for the Loan Parties during the period from and including the date of this Waiver through and including July 27, 2014 (the "Cash Flow Forecast Period"). The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows cash expenditures of the Loan Parties to exceed: (i) exceed $8,850,000 in the aggregate during the Calendar Week ending August 10, 2014, 120% of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance"); (ii) during the two Calendar Week period ending August 17, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending VariancePeriod. (e) On Tuesday of each Calendar Week, beginning on August 12, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders (i) a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) above, and (ii) a comparison of actual Cash Inflows and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 8, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance in the Domestic Accounts exceeds $3,000,000 on each of such Business Days, then on the next Business Day, the Borrower shall prepay (or cause to be prepaid) Revolving Credit Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any combination of the foregoing, in an aggregate amount equal to such excess.

Waiver Agreements. (a) The Lenders hereby waive the Subject DefaultsDefaults and the Revolving Borrowing Requirement with respect to the Subject Revolving Borrowings; PROVIDED THAT SUCH WAIVER OF THE SUBJECT DEFAULTS AND REVOLVING BORROWING REQUIREMENT SHALL AUTOMATICALLY EXPIRE AT 5:00 p.m. P.M. EASTERN TIME ON THE LIMITED WAIVER EXPIRATION DATE. On and after the Limited Waiver Expiration Date, the Subject Defaults shall constitute Events of Default under the Credit Agreement unless and until the Required Lenders and Required Revolving Credit Lenders, in their sole discretion, enter into a permanent waiver of the Subject Defaults. This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the foregoing waiver of the Subject Defaults until the Limited Waiver Expiration Date). Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a), Section 7.11(b7.11(c), Section 7.11(d) or Section 7.11(c) 7.20 of the Credit Agreement shall constitute a Default and Event of Default. The Administrative Agent and the Lenders reserve the right to exercise any rights and remedies available to them in connection with (a) any present or future defaults under the Credit Agreement or any other provision of any Loan Document other than the Subject Defaults, and (b) the Subject Defaults after the Limited Waiver Expiration Date. (b) The Administrative Agent, the Lenders and the Borrower hereby agree that from and including the date of this Waiver and through and including the Limited Waiver Expiration Date, (i) the Borrower shall not be entitled to, and shall not, request any Credit Extension Extensions (Aas defined in the First Lien Credit Agreement) if, after giving effect to such Credit Extension, in an aggregate principal amount in excess of $2,500,000 in the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations would exceed $107,940,000 on or before August 30, 2014 (and thereafter, the amount of the Revolving Credit Facility), and (B) unless the Borrower has delivered to the Administrative Agent the Required Borrowing Certificate, (ii) all Letter of Credit Fees and all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall, in each case, accrue at the Default Rate, (iii) no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans, and (iv) the Borrower shall not be entitled to defer any payment required by Section 2.06 pursuant to Section 2.06(e)(i) or Section 2.06(e)(ii). (c) From and after the date immediately following the Limited Waiver Expiration Date, (i) the Required Revolving Credit Lenders hereby request pursuant to Section 2.03(h) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all Letter of Credit Fees shall accrue at the Default Rate while any of the Subject Defaults existsthat, (ii) the Required Lenders hereby request pursuant to Section 2.09(b)(iii2.06(b)(i) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that all interest on the principal amount of all Obligations outstanding under the Credit Agreement shall accrue at the Default Rate while any of the Subject Defaults exists, and (iii) the Required Revolving Credit Lenders hereby declare in accordance with Section 2.02(c) of the Credit Agreement, and the Borrower hereby acknowledges and agrees, that no Revolving Credit Loans may be requested as, converted to or continued as Eurodollar Rate Loans while any of the Subject Defaults existsexist. (d) The Borrower hereby agrees that it will not permit the aggregate actual Domestic Cash Outflows of the Loan Parties to exceed: (i) during acknowledges the Calendar Week ending August 10, 2014, 120% request of the Domestic Cash Outflows set forth on the Cash Flow Forecast for such Calendar Week, plus $5,300,000, which represents the one week favorable spending variance reported to the Lenders for the week ended August 3, 2014 (the "$5.3 million Favorable Spending Variance"); (ii) during the two Calendar Week period ending August 17, 2014, 120% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014 and August 17, 2014, plus the $5.3 million Favorable Spending Variance; (iii) during the three Calendar Week period ending August 24, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014 and August 24, 2014, plus the $5.3 million Favorable Spending Variance; (iv) during the four Calendar Week period ending August 31, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014 and August 31, 2014, plus the $5.3 million Favorable Spending Variance; (v) during the five Calendar Week period ending September 7, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014 and September 7, 2014, plus the $5.3 million Favorable Spending Variance; (vi) during the six Calendar Week period ending September 14, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014 and September 14, 2014, plus the $5.3 million Favorable Spending Variance; (vii) during the seven Calendar Week period ending September 21, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014 and September 21, 2014, plus the $5.3 million Favorable Spending Variance; and (viii) during the eight Calendar Week period ending September 28, 2014, 115% of the aggregate Domestic Cash Outflows set forth on the Cash Flow Forecast for the Calendar Weeks ending August 10, 2014, August 17, 2014, August 24, 2014, August 31, 2014, September 7, 2014, September 14, 2014, September 21, 2014 and September 28, 2014, plus the $5.3 million Favorable Spending Variance. (e) On Tuesday of each Calendar Week, beginning on August 12, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to the Administrative Agent and the Required Lenders (i) to engage a variance analysis of actual Domestic Cash Outflows from the date of this Waiver through and including the immediately preceding Monday versus the Domestic Cash Outflows set forth in the Cash Flow Forecast for such period demonstrating compliance with Section 2(d) abovefinancial consultant, and (ii) a comparison of actual Cash Inflows agrees to pay all reasonable fees, costs and actual Cash Outflows for the immediately preceding Calendar Week versus the Cash Inflows and Cash Outflows set forth in the Cash Flow Forecast for such Calendar Week. (f) On Friday of each Calendar Week, beginning on August 8, 2014 and continuing through the Limited Waiver Expiration Date, the Borrower shall provide to expenses incurred by the Administrative Agent or its Affiliates in connection with the initial and the Lenders a cash flow forecast for the thirteen week period beginning on the following Monday, which cash flow forecast shall be in a form substantially similar to the Cash Flow Forecast. (g) (i) If, at the end of any two consecutive Business Days, the aggregate Cash Balance in the Domestic Accounts exceeds $3,000,000 on each ongoing engagement of such Business Daysfinancial consultant and (iii) agrees to cooperate with such financial consultant and to allow financial consultant to visit and inspect its properties, then on the next Business Dayto examine its corporate, the Borrower shall prepay (financial and operating records, and make copies thereof or cause abstracts therefrom, and to be prepaid) Revolving Credit Loansdiscuss its affairs, Swing Line Loans or Cash Collateralize the L/C Obligationsfinances and accounts with its directors, or any combination of the foregoingofficers, in an aggregate amount equal to such excessand independent public accountants.