C. Miscellaneous Provisions     1. In order to induce the Lenders to enter into this Waiver, the Borrower hereby representsand warrants that (i) no Default or Event of Default exists as of the Waiver Effective Date (asdefined herein) before or after giving effect to this Waiver and (ii) all of the representationsand warranties contained in the Credit Agreement or the other Credit Documents are true and correctin all material respects on the Waiver Effective Date both before and after giving effect to thisWaiver, with the same effect as though such representations and warranties had been made on and asof the Waiver Effective Date (it being understood that any representation or warranty made as of aspecific date shall be true and correct in all material respects as of such specific date).     2. This Waiver is limited as specified and shall not constitute an amendment, modification,acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.     3. This Waiver may be executed in any number of counterparts and by the different partieshereto on separate counterparts, each of which counterparts when executed and delivered shall be anoriginal, but all of which shall together constitute one and the same instrument. A complete set ofcounterparts executed by all the parties hereto shall be lodged with the Borrower and theAdministrative Agent.     4. **THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THEPARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEWYORK.**     5. This Waiver shall become effective on the date (the “Waiver Effective Date”) whenthe Borrower, the Guarantors and the Required Lenders shall have signed a counterpart hereof(including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212-354-8113 /email: myip@whitecase.com).     6. From and after the Waiver Effective Date, all references in the Credit Agreement and eachof the other Credit Documents to the Credit Agreement shall be deemed to be references to theCredit Agreement, as modified hereby.     7. The Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any othersimilar capacity in which the Borrower or the Guarantors grant liens or security interests in theirrespective property or otherwise act as accommodation party or guarantor, as the case may be,hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent orotherwise, under each of the Credit Documents to which it is a party (after giving effect hereto)and (ii) to the extent the Borrower or any Guarantor granted liens on or security interests in anyof its property pursuant to any such Credit Document as security for the Borrower or anyGuarantor’s Obligations under or with respect to the Credit Documents, ratifies and reaffirms suchguarantee and grants of security interests and liens and confirms and agrees that such securityinterests and liens hereafter secure all of the Obligations as amended hereby. The Borrower andeach Guarantor hereby consents to this Waiver and acknowledges that each of the Credit Documentsremains in full force and effect and is hereby ratified and reaffirmed.
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Except as otherwise provided herein, the execution of this Waiver shall not operate as awaiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute awaiver of any provision of any of the Credit Documents or serve to effect a novation of theObligations.*     *     *
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     IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed anddelivered as of the date first above written.      TRICO MARINE SERVICES, INC.