Common use of Waivers to the Credit Agreement Clause in Contracts

Waivers to the Credit Agreement. (a) The undersigned Lenders, collectively constituting the Required Lenders, hereby (i) waive compliance by the Borrower with the provisions of Section 6.12(a), Section 6.12(d) and Section 6.12(f) of the Credit Agreement (collectively, the “Subject Provisions”) during the Covenant Waiver Period (as defined in the Amended Credit Agreement) (the “Waiver Period”) and (ii) agree that no Default or Event of Default shall exist or arise as a result of the Borrower’s failure to comply with the Subject Provisions during the Waiver Period. (b) Pursuant to Section 9.02 of the Credit Agreement, and subject to the limitations contained herein, the (i) undersigned Lenders, collectively constituting the Required Lenders, hereby waive the Event of Default under Article VII(d) of the Credit Agreement caused by the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020, and (ii) each undersigned Lender that is party to a Swap Agreement by and between such Lender and the Borrower (each such Lender in such capacity, a “Swap Counterparty”) hereby waives any default or termination event that now exists or may arise under any Swap Agreement with respect to which such Lender is a Swap Counterparty, in each case, as a result of the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020. Without limiting the generality of the provisions of Section 9.02 of the Credit Agreement, the waiver set forth in this Section 2 shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the Credit Agreement, the other Loan Documents, any Swap Agreement with a Swap Counterparty or any other instrument or agreement referred to in any of them or under applicable law. For the avoidance of doubt, the waiver of compliance with the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Period.

Waivers to the Credit Agreement. Commencing with the fiscal quarter ending June 30, 2020 and continuing through (aand including) The undersigned Lendersthe fiscal quarter ending September 30, collectively constituting 2020 (the Required Lenders“Waiver Period”), hereby (i) the Credit Agreement shall be deemed modified and amended to waive compliance by the Borrower with the provisions of Section 6.12(a), Section 6.12(d10.1(a)(i) and Section 6.12(f10.1(a)(ii) of each of the Credit Agreement and Amended Credit Agreement and of Section 10.12(e) of the Amended Credit Agreement (collectively, the “Subject Provisions”) during the Covenant Waiver Period (as defined in the Amended Credit Agreement) (the “Waiver Period”) ), and (ii) agree that no Potential Event of Default or Event of Default shall exist or arise under either of the Credit Agreement or Amended Credit Agreement as a result of the Borrower’s failure to comply with the Subject Provisions during the Waiver Period. (b) Pursuant to Section 9.02 of the Credit Agreement, and subject to the limitations contained herein, the (i) undersigned Lenders, collectively constituting the Required Lenders, hereby waive the Event of Default under Article VII(d) of the Credit Agreement caused by the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020, and (ii) each undersigned Lender that is party to a Swap Agreement by and between such Lender and the Borrower (each such Lender in such capacity, a “Swap Counterparty”) hereby waives any default or termination event that now exists or may arise under any Swap Agreement with respect to which such Lender is a Swap Counterparty, in each case, as a result of the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020. Without limiting the generality of the provisions of Section 9.02 14.7 of the Credit Agreement, the waiver set forth in this Section 2 shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the Credit Agreement, the other Loan Documents, any Swap Agreement with a Swap Counterparty Documents or any other instrument or agreement referred to in any of them or under applicable lawlaws other than in respect of the Subject Provisions during the Waiver Period. For the avoidance of doubt, the waiver of compliance with the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose other than in respect of the Subject Provisions during the Waiver Period (which waiver for such time period shall remain and continue) after the last day of the Waiver Period.

Waivers to the Credit Agreement. (a) The undersigned Lenders, collectively constituting the Required Lenders, Lenders hereby (i) waive compliance by the Borrower with the provisions of Section 6.12(a), Section 6.12(d) and Section 6.12(f) of the Credit Agreement (collectively, the “Subject Provisions”) during the Covenant Waiver Period (as defined in the Amended Credit Agreement) (the “Waiver Period”) and (ii) agree that no Default or Event of Default shall exist or arise as a result of the Borrower’s failure to comply with the Subject Provisions during the Waiver Period. (b) Pursuant to Section 9.02 of the Credit Agreement, and subject to the limitations contained herein, the (i) undersigned Lenders, collectively constituting the Required Lenders, Lenders hereby waive the Event of Default under Article VII(d) of the Credit Agreement caused by the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020, and (ii) each undersigned Lender that is party to a Swap Agreement by and between such Lender and the Borrower (each such Lender in such capacity, a “Swap Counterparty”) hereby waives any default or termination event that now exists or may arise under any Swap Agreement with respect to which such Lender is a Swap Counterparty, in each case, as a result of the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020. Without limiting the generality of the provisions of Section 9.02 of the Credit Agreement, the waiver set forth in this Section 2 shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition of the Loan Documents or any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the Credit Agreement, the other Loan Documents, any Swap Agreement with a Swap Counterparty or any other instrument or agreement referred to in any of them or under applicable law. For the avoidance of doubt, the waiver of compliance with the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and such waiver shall be of no force or effect for any purpose after the last day of the Waiver Period.

Waivers to the Credit Agreement. (a) The undersigned Lenders, collectively constituting 1. Notwithstanding the Required Lenders, hereby (i) waive compliance by the Borrower with the provisions of Section 6.12(a), Section 6.12(d) and Section 6.12(f) requirements of the Credit Agreement and any other applicable requirements set forth in the Credit Documents (collectively, the “Subject ProvisionsApplicable Requirements”) during other than the Covenant Waiver Period (as defined requirements set forth in the Amended Credit Agreement) (the “Waiver Period”) and (ii) agree that no Default or Event of Default shall exist or arise as a result of the Borrower’s failure to comply with the Subject Provisions during the Waiver Period. (b) Pursuant to Section 9.02 of the Credit Agreement, and subject to the limitations contained herein, the (i) undersigned Lenders, collectively constituting the Required Lenders, hereby waive the Event of Default under Article VII(d) of the Credit Agreement caused by the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020, and (ii) each undersigned Lender that is party to a Swap Agreement by and between such Lender and the Borrower (each such Lender in such capacity, a “Swap Counterparty”) hereby waives any default or termination event that now exists or may arise under any Swap Agreement with respect to which such Lender is a Swap Counterparty, in each case, as a result of the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020. Without limiting the generality of the provisions of Section 9.02 8.11 of the Credit Agreement, the waiver Lenders hereby waive the Applicable Requirements solely to the extent necessary to permit the Parent, the Borrower and their respective Subsidiaries to enter into the specific restructuring transactions detailed in the report titled “Axxxxx Oceanics, Inc. International Restructuring Steps” attached as Annex A hereto (each a “Restructuring Transaction”, together the “Restructuring Transactions”), provided that, in each case, the Borrower (x) shall provide at least 30 days’ (or less with the consent of the Administrative Agent) prior written notice to the Administrative Agent of the occurrence of each such Restructuring Transaction that (i) is to be completed on or after the date hereof and (ii) affects, impairs, interrupts or discharges (or could affect, impair, interrupt or discharge) the perfected status and priority of each Lien and security interest created under any Credit Document in any way (each such occurrence, a “Collateral Implication”), shall comply with all requirements set forth in this Section 2 shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition 8.11 of the Loan Documents or Credit Agreement and to the extent any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the Credit AgreementRestructuring Step has Collateral Implications, the other Loan DocumentsAdministrative Agent acting on its own or at the direction of one or more Lenders may request legal opinions covering such matters as the Administrative Agent shall reasonably request acting in its sole discretion and (y) shall provide written notice to the Administrative Agent, any Swap Agreement with a Swap Counterparty or any other instrument or agreement referred to in any within three days of them or under applicable law. For the avoidance of doubtcompletion, the waiver of compliance with the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and occurrence of each such waiver shall Restructuring Transaction that is to be of no force completed on or effect for any purpose after the last day of the Waiver Perioddate hereof and does not involve a Collateral Implication.

Waivers to the Credit Agreement. (a) The undersigned Lenders, collectively constituting 1. Notwithstanding the Required Lenders, hereby (i) waive compliance by the Borrower with the provisions of Section 6.12(a), Section 6.12(d) and Section 6.12(f) requirements of the Credit Agreement and any other applicable requirements set forth in the Credit Documents (collectively, the “Subject ProvisionsApplicable Requirements”) during other than the Covenant Waiver Period (as defined requirements set forth in the Amended Credit Agreement) (the “Waiver Period”) and (ii) agree that no Default or Event of Default shall exist or arise as a result of the Borrower’s failure to comply with the Subject Provisions during the Waiver Period. (b) Pursuant to Section 9.02 of the Credit Agreement, and subject to the limitations contained herein, the (i) undersigned Lenders, collectively constituting the Required Lenders, hereby waive the Event of Default under Article VII(d) of the Credit Agreement caused by the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020, and (ii) each undersigned Lender that is party to a Swap Agreement by and between such Lender and the Borrower (each such Lender in such capacity, a “Swap Counterparty”) hereby waives any default or termination event that now exists or may arise under any Swap Agreement with respect to which such Lender is a Swap Counterparty, in each case, as a result of the Borrower’s noncompliance with Section 6.12(f) of the Credit Agreement for the fiscal quarter ended March 31, 2020. Without limiting the generality of the provisions of Section 9.02 8.11 of the Credit Agreement, the waiver Lenders hereby waive the Applicable Requirements solely to the extent necessary to permit the Parent, the Borrower and their respective Subsidiaries to enter into the specific restructuring transactions detailed in the report titled “Xxxxxx Oceanics, Inc. International Restructuring Steps” attached as Annex A hereto (each a “Restructuring Transaction”, together the “Restructuring Transactions”), provided that, in each case, the Borrower (x) shall provide at least 30 days’ (or less with the consent of the Administrative Agent) prior written notice to the Administrative Agent of the occurrence of each such Restructuring Transaction that (i) is to be completed on or after the date hereof and (ii) affects, impairs, interrupts or discharges (or could affect, impair, interrupt or discharge) the perfected status and priority of each Lien and security interest created under any Credit Document in any way (each such occurrence, a “Collateral Implication”), shall comply with all requirements set forth in this Section 2 shall be limited precisely as written, and nothing herein shall be deemed to (a) constitute a waiver of compliance by the Borrower with respect to (i) the Subject Provisions other than during the Waiver Period or (ii) any other term, provision or condition 8.11 of the Loan Documents or Credit Agreement and to the extent any other instrument or agreement referred to in any of them, or (b) prejudice any right or remedy that any Lender may now have or may have in the future under or in connection with the Credit AgreementRestructuring Step has Collateral Implications, the other Loan DocumentsAdministrative Agent acting on its own or at the direction of one or more Lenders may request legal opinions covering such matters as the Administrative Agent shall reasonably request acting in its sole discretion and (y) shall provide written notice to the Administrative Agent, any Swap Agreement with a Swap Counterparty or any other instrument or agreement referred to in any within three days of them or under applicable law. For the avoidance of doubtcompletion, the waiver of compliance with the Subject Provisions set forth herein shall not extend beyond the last day of the Waiver Period and occurrence of each such waiver shall Restructuring Transaction that is to be of no force completed on or effect for any purpose after the last day of the Waiver Perioddate hereof and does not involve a Collateral Implication.