Common use of Limited Waiver Clause in Contracts

Limited Waiver. (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. The following provisions (acollectively, the “Subject Provisions”) The ACG Parties acknowledge that the Pending Defaults will shall be deemed waived and no Default or Event of Default shall be deemed to result from ACG Finance’s and ACG’s failure to be able to comply with any violation thereof: (i) the financial covenant contained in Section 5.3 requirements of clause (d) of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and definition of Unencumbered Asset Pool Conditions; (ii) the requirement that the Borrower make mandatory prepayments under subsections 2.06(b)(i)(A) and 2.06(b)(i)(B); (iii) the covenants in Sections 5.04(a)(i) (Maximum Leverage Ratio), 5.04(a)(iv) (Minimum Consolidated Fixed Charge Coverage Ratio), 5.04(a)(v) (Maximum Secured Leverage Ratio), 5.04(a)(vi) (Maximum Secured Recourse Leverage Ratio) and Section 5.04(b) (Unencumbered Asset Pool Financial Covenants); (iv) the representations in (x) the last sentence of Section 4.01(g) (Financial Condition) and (y) Section 4.01(s) (Force Majeure) for events or circumstances relating to the COVID-19 pandemic to the extent such events or circumstances have been publicly disclosed by the Borrower in its securities filings; and (v) the requirement under Section 3.02 that the Borrower certify, pursuant to clause (z)(iii) thereof in connection with each Commitment Increase, that (1) the Total Unencumbered Asset Value equals or exceeds the Consolidated Unsecured Indebtedness of the Parent Guarantor that will be outstanding after giving effect to such Commitment Increase and (2) before and after giving effect to such Commitment Increase the Parent Guarantor shall be in compliance with the covenants contained in Section 5.01(a) 5.04(b). Without limiting the generality of the provisions of Section 9.01 of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth abovein this subsection 2(a) shall be limited precisely as written, and nothing contained herein shall be deemed to (A) constitute or imply a waiver of compliance by the Borrower or any rights Guarantor with respect to (1) the Limited Waiver Period Subject Provisions other than during the Limited Waiver Period or remedies which (2) any other term, provision or condition of the Administrative Agent 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 Amended Existing Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and or any other instrument or agreement referred to in any of them or under applicable lawlaws. The ACG Parties further acknowledge and agree thatFor the avoidance of doubt, to the extent any Servicer Defaults, Defaults or Events waivers of Default (other than the Pending Defaults) now exist or hereafter arise during Limited Waiver Period Subject Provisions set forth herein shall not extend beyond the last day of the Limited Waiver Period, and such waivers shall be of no force or effect for any purpose after the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as last day of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsLimited Waiver Period.

Limited Waiver. The following provisions (acollectively, the “Subject Provisions”) The ACG Parties acknowledge that the Pending Defaults will shall be deemed waived and no Default or Event of Default shall be deemed to result from ACG Finance’s and ACG’s failure to be able to comply with any violation thereof: (i) the financial covenant contained in Section 5.3 requirements of clause (d) of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and definition of Unencumbered Asset Pool Conditions; (ii) the requirement that the Borrower make mandatory prepayments under subsections 2.06(b)(i)(A) and 2.06(b)(i)(B); (iii) the covenants in Sections 5.04(a)(i) (Maximum Leverage Ratio), 5.04(a)(ii) (Minimum Consolidated Tangible Net Worth), 5.04(a)(iv) (Minimum Consolidated Fixed Charge Coverage Ratio), 5.04(a)(v) (Maximum Secured Leverage Ratio), 5.04(a)(vi) (Maximum Secured Recourse Leverage Ratio) and Section 5.04(b) (Unencumbered Asset Pool Financial Covenants); (iv) the representations in (x) the last sentence of Section 4.01(g) (Financial Condition) and (y) Section 4.01(s) (Force Majeure) for events or circumstances relating to the COVID-19 pandemic to the extent such events or circumstances have been publicly disclosed by the Borrower in its securities filings; and (v) the requirement under Section 3.02 that the Borrower certify, pursuant to clause (z)(iii) thereof in connection with each Commitment Increase, that (1) the Total Unencumbered Asset Value equals or exceeds the Consolidated Unsecured Indebtedness of the Parent Guarantor that will be outstanding after giving effect to such Commitment Increase and (2) before and after giving effect to such Commitment Increase the Parent Guarantor shall be in compliance with the covenants contained in Section 5.01(a) 5.04(b). Without limiting the generality of the provisions of Section 9.01 of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth abovein this subsection 2(a) shall be limited precisely as written, and nothing contained herein shall be deemed to (A) constitute or imply a waiver of compliance by the Borrower or any rights Guarantor with respect to (1) the Limited Waiver Period Subject Provisions other than during the Limited Waiver Period or remedies which (2) any other term, provision or condition of the Administrative Agent 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 Amended Existing Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and or any other instrument or agreement referred to in any of them or under applicable lawlaws. The ACG Parties further acknowledge and agree thatFor the avoidance of doubt, to the extent any Servicer Defaults, Defaults or Events waivers of Default (other than the Pending Defaults) now exist or hereafter arise during Limited Waiver Period Subject Provisions set forth herein shall not extend beyond the last day of the Limited Waiver Period, and such waivers shall be of no force or effect for any purpose after the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as last day of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsLimited Waiver Period.

Limited Waiver. (a) The ACG Loan Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACGthe Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 8.11 of the Existing Servicing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a7.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACGthe Borrower’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Fifth Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b5.02(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACGthe Borrower’s obligation to comply with the terms of Section 5.3 8.11 of the Amended Servicing Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACGthe Borrower’s obligation to comply with the terms of Section 5.3 8.11 of the Amended Servicing Credit Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ Borrower’s obligation to comply with the terms of Section 5.01(a7.01(a) of the Existing Amended Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ Borrower’s obligation to comply with the terms of Section 5.01(a7.01(a) of the Existing Amended Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG the Borrower or any other ACG Loan Party. (c) The ACG Loan Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Loan Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. (a) The ACG Parties acknowledge that Subject to the Pending Defaults will result from ACG Finance’s terms and ACG’s failure to be able to comply with conditions set forth herein and in reliance on the representations and warranties of the Flowserve Entities herein contained, the Agent and the Purchasers hereby temporarily waive (i) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) compliance with the requirement in (A) under Section 5.01(a7.1(a)(i)(A) of the Existing Credit Agreement, Section 3.2(a) RPA that the financial statements of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, Provider for the fiscal year ending March ended December 31, 2007. Effective on (and subject 2004 delivered pursuant to the occurrence ofSection 7.1(a)(i)(A) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement RPA are audited and accompanied by an opinion of PricewaterhouseCoopers LLP, (including, without limitation, B) under Section 4.03(b4.1(a)(i)(A) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured RSA that the financial statements of the Provider for the fiscal quarters ending nearest September 30, 2007 and year ended December 31, 20072004 delivered pursuant to Section 4.1(a)(i)(A) of the RSA are audited and accompanied by an opinion of PricewaterhouseCoopers LLP and (C) under Section 7(a)(1) of the Performance Undertaking that the financial statements for the fiscal year ended December 31, respectively2004 delivered pursuant to Section 7(a)(1) of the Performance Undertaking are audited and accompanied by an opinion of PricewaterhouseCoopers LLP, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end any consequences or further affirmative obligations of any fiscal quarter other than the ones ending nearest September 30Flowserve Entity under any Agreement resulting from such noncompliance, 2007 and December 31, 2007, (iii) any Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event arising from an event of default under any agreement or instrument evidencing or governing Material Indebtedness of any Flowserve Entity or any of their respective Subsidiaries arising solely from the ACG Parties’ obligation failure to comply with the terms of Section 5.01(aprovide similar financial information (or opinions or certifications thereof) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement or annual or quarterly public filings during or for the fiscal year ending nearest March ended December 31, 20072004 or for the first three fiscal quarters of the fiscal year ending December 31, 2005; in each case, during the period from the date all the conditions precedent to this Amendment under Section 5 have been satisfied through and including the earlier to occur of (iva) the ACG Parties’ obligation to comply date of delivery of audited financial statements for the fiscal year ended December 31, 2004 and accompanying independent public accountant’s opinion in accordance with the terms of Section 5.01(a7.1(a)(i)(A) of the Existing Credit AgreementRPA, Section 3.2(a4.1(a)(i)(A) of the Existing Servicing Agreement RSA and Section 5.1(j)(i7(a)(1) of the Existing Contribution Agreement for any fiscal year other than Performance Undertaking to the one ending nearest March Agent, and (b) December 31, 20072005; provided, however, all waivers and accommodations made to the Flowserve Entities in this Section 2(a) shall be rescinded and be null and void and of no force and effect upon the commencement by any holder of Material Indebtedness of any Flowserve Entity or (iv) the ACG Parties’ obligation any their respective Subsidiaries of any action exercising rights with respect to comply fully with collateral or rights to accelerate arising from any other duty, term, condition, obligation default or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement event of default under any agreement or the other Loan Documentsinstrument evidencing or governing Material Indebtedness any Flowserve Entity or any their respective Subsidiaries. (b) Except for the limited waiver The waivers set forth in Section 2(a) (the “Waiver”) shall be limited precisely as written and relate solely to the noncompliance or temporary noncompliance, as the case may be, by the Flowserve Entities with the provisions of the Agreements in the manner and to the extent described above, and nothing contained herein in this Waiver shall be deemed to to: 1. constitute or imply a waiver of compliance by SPV with respect to (i) Section 7.1(a)(i)(A) of the RPA in any rights other instance or remedies which (ii) any other term, provision or condition of the Administrative RPA or any other Transaction Document; 2. constitute a waiver of compliance by Flowserve with respect to (i) Section 4.1(a)(i)(A) of the RSA in any other instance or (ii) any other term, provision or condition of the RSA or any other Transaction Document; 3. constitute a waiver of compliance by the Provider with respect to (i) Section 7(a)(1) of the Performance Undertaking in any other instance or (ii) any other term, provision or condition of the Performance Undertaking or any other Transaction Document; or 4. prejudice any right or remedy that SPV, the Agent or any Lender Purchaser may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Waiver) or may have in the future under the Amended Credit Agreement, the Amended Servicing Agreement, or in connection with any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit AgreementTransaction Document. Except as expressly set forth herein, the Amended Servicing terms, provisions and conditions of each Agreement shall remain in full force and the Amended Contribution Agreement or otherwise agree effect and in writing to continue this waiver beyond February 15, 2008, an Event of Default all other respects are hereby ratified and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaultsconfirmed.

Limited Waiver. (a) The ACG Parties acknowledge that Subject to the Pending Defaults will result terms and conditions set forth in this Agreement and in reliance on the representations, warranties and covenants of the Company herein contained, from ACG Finance’s and ACG’s failure after the Amendment Effective Date (as defined in Section 3), the Noteholders, as to be able clauses (i), (ii) and (iii) below, and the Stockholders, as to comply with clauses (iv) and (v) below, hereby waive: (i) the financial covenant contained in compliance with Section 5.3 4.20 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and Indenture (iiNet Worth) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30April 1, 2007 2001 through and including February 15, 2008 the Bank Maturity Date (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereofas defined below), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, ; (ii) ACG’s obligation to comply compliance with the terms of Section 5.3 4.23 of the Amended Servicing Agreement as measured at Indenture (Certain Consolidated Ratios) for the end of any fiscal quarter other than period from April 1, 2001 through and including the ones ending nearest September 30, 2007 and December 31, 2007, Bank Maturity Date; (iii) the ACG Parties’ obligation payment in cash of any amounts with respect to comply with principal, interest (but not the terms accrual of interest), fees or other amounts payable under the Indenture and the Subordinated Notes through and including the Bank Maturity Date, subject, however, to the provisions of Section 5.01(a3(e) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, hereof; (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained payment in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver cash of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies amounts with respect to the Pending Defaults during Preferred Stock, including dividends (but not the Waiver Period as long as no accrual of dividends), fees or other Servicer Defaultamounts payable under the Certificate of Designations (and, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration upon consummation of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit AgreementExchange, the Amended Servicing Agreement New Certificate of Designations) through and including the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15Bank Maturity Date, 2008subject, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree thathowever, to the extent any Servicer Defaults, Defaults or provisions of Section 3(e) hereof; (v) all Series F Stock Events of Default existing on the date hereof under Section 8(f) (other than v) and (vi) of the Pending Defaults) now exist or hereafter arise during Certificate of Designation (and, upon consummation of the Waiver PeriodExchange, the Administrative Agent and New Certificate of Designations) arising from the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Agreement Designated Defaults or Events of Default under the Existing Credit Agreement or Subordinated Notes Designated Defaults (the Existing Servicing Agreement other than the Pending "Series F Stock Designated Defaults."); and

Limited Waiver. (a) The ACG Parties acknowledge that (A) the Pending Existing Defaults will result from the ACG Finance’s and ACG’s Parties’ failure to be able to comply with (i) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007, and (B) the Prospective Defaults will result from the ACG Parties inability to comply with (i) Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement, with respect to delivery of an opinion by its certified public accountants not subject to a going concern qualification for the fiscal year ending March 31, 2008 and (ii) Section 5.3 of the Existing Servicing Agreement, with respect to the fiscal quarter ending March 31, 2008. Effective on (and subject to the occurrence of) the Third Amendment Effective Date, the Lenders hereby waive the Pending Continuing Defaults for the period from September 30, 2007 through and including February 15, 2008 the Fxxxx Waiver Termination Date (such period from the Third Amendment Effective Date through and including the Fxxxx Waiver Termination Date being referred to as the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Existing Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and 2007, December 31, 2007, and March 31, 2008, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Existing Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and 2007, December 31, 2007, and Mxxxx 00, 0000, (iiixxx) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year years ending nearest March 31, 20072007 and March 31, 2008, respectively, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ones ending nearest March 31, 20072007 and March 31, 2008, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Existing Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Existing Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Continuing Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the limited waiver or otherwise amend amend, modify or waive any provision of the Existing Credit Agreement, the Amended Credit Servicing Agreement, the Existing Contribution Agreement or the Amended Servicing Agreement other Loan Documents at the end of the Waiver Period. This limited waiver The provisions and agreements set forth in this Third Amendment shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Agent and Required Lenders further amend the Amended Existing Credit Agreement, the Amended Servicing Agreement and the Amended Existing Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008the Waiver Period, an Event of Default and a Servicer Default will exist occur under the Amended Existing Credit Agreement and the Amended Servicing Agreement as of February 15, 2008the Fxxxx Waiver Termination Date, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Existing Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Continuing Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Existing Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. . (d) The Administrative Agent hereby acknowledges that, ACG Parties acknowledge and agree that the making of any Credit Extension pursuant to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement following the occurrence of the Continuing Defaults does not now, and will not in the future, constitute (i) an agreement or obligation, whether implied or express, on the part of the Lenders to make any Credit Extension in the future, after the expiration of the Waiver Period, to the extent that the Continuing Defaults exist upon the expiration of the Waiver Period, or (ii) a waiver by the Agent or the Existing Servicing Agreement Lenders of any of their respective rights or remedies at any time, now or in the future, with respect to the Continuing Defaults or to any other than the Pending DefaultsDefault or Event of Default.

Limited Waiver. (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 Effective as of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Term Lenders and the Term Lender Agent hereby waive any Event of Default pursuant to (i) Section 11(d) of the Pending Defaults Lehman Credit Agreement resulting from (A) the Borrowers having pexxxxxxd (x) Consolidated EBIDA for the period from Reference Period ended on September 30, 2007 through 2003 to be less than $6,551,000 and including February 15(y) Consolidated EBIDA for the Reference Period ended on October 31, 2008 (the “Waiver Period”2003 to be less than $8,680,000, in breach of Section 10(o) for all purposes of the Existing Lehman Credit Agreement Agreement, (including, without limitation, Section 4.03(bB) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect Borrowers having permitted (ix) ACG’s obligation thx xxxxo of Consolidated EBIDA to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured Consolidated Total Interest Expense for the fiscal quarters ending nearest Reference Period ended on September 30, 2007 2003 to be less than 0.62:1.00 and December (y) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on October 31, 20072003 to be less than 0.79:1.00, respectivelyin breach of Section 10(q) of the Lehman Credit Agreement, and (C) the Credit Parties' failure to xxxxxy with Section 10(a) of the Lehman Credit Agreement as a result of [balancing or make-up obligxxxxxx owed to third parties due to downward adjustments in estimates of crude oil inventory owned by such third parties], (ii) ACG’s obligation to comply with the terms of Section 5.3 11(n) of the Amended Servicing Lehman Credit Agreement resulting from Link OLP's breaches of the Xxxxx Oil Purchase Agreement and Receivables Purchase Agreement as measured at waived by Section 1 of the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007Loan Waiver, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a11(h) of the Existing Lehman Credit Agreement resulting from the occurrence of "Events ox Xxxxult" (under and as defined in the Letter of Credit Agreement, ) waived by Section 3.2(a1 of the Loan Waiver and (iv) Section 11(c) of the Existing Servicing Lehman Credit Agreement and Section 5.1(j)(i) of resulting from the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver occurrence of any rights or remedies which the Administrative Agent or "defaxxx" xr "event of default" under any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, Document resulting from any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Event of Default or Event of Seller Default occurs (x) under the Lehman Credit Agreement waived hereby or exists. The limited waiver set forth herein shall be effective only in this specific instance for (y) under the duration Letter of Cxxxxx Agreement, the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Crude Oil Purchase Agreement or the Amended Servicing Receivables Purchase Agreement at the end waived pursuant to Section 1 of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG PartyLoan Waiver. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. Effective as of the Amendment No. 2 Effective Date, and subject to the conditions set forth in Section 2(b) below, the Required Lenders hereby agree to the following limited waivers with respect to the Credit Agreement: (a) The ACG Parties acknowledge that Solely with respect to the Pending Defaults will result from ACG FinanceLead Borrower’s incurrence of the Incremental Term Loans on or about the Amendment No. 2 Effective Date, (A) the Senior Secured Leverage Ratio test of 4.50:1.00 set forth in Section 7.01(b) of the Credit Agreement shall be determined as if the following words were added at the end of clause (a) of the definition of Senior Secured Leverage Ratio: “less any cash and ACG’s failure to be able to comply with Cash Equivalents (other than (i) cash and Cash Equivalents that would constitute “Restricted Cash” under the financial covenant contained in Section 5.3 of the Existing Servicing Term Loan Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) any cash and Cash Equivalents representing proceeds of the requirement Incremental Term Loans) on the balance sheet of Borrower and its Restricted Subsidiaries as of such date” and (B) the Senior Secured Leverage Ratio test of 4.50:1.00 set forth in Section 5.01(a7.01(b) of the Existing Credit Agreement, Agreement and the Indenture Fixed Charge Coverage Ratio of at least 2.00 to 1.00 in Section 3.2(a7.03(b)(B) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), shall be determined as if the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation Senior Secured Notes to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained be redeemed in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan DocumentsRedemption were not outstanding. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall in Section 2(a) above (the “Limited Waiver”) will be revoked and no longer be effective only if the Redemption does not occur in this specific instance accordance with the terms of the Lead Borrower’s Notice of Conditional Partial Redemption dated as of April 8, 2015 (such Notice of Conditional Partial Redemption, in the form and substance as delivered to the trustee for the duration Senior Secured Notes on the date thereof, the “Notice”). The Limited Waiver shall not be deemed to constitute a waiver of any other provision of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end any future application of Section 7.01(b) or 7.03(b) of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. The Loan Parties acknowledge that (a) The ACG Parties acknowledge that the Pending Existing Defaults will result from ACG Finance’s and ACGthe Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 8.11 of the Existing Servicing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 2007, and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a7.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACGthe Borrower’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007, and (b) the Payment Default results from the Borrower’s inability to comply with Section 2.06(b) of the Existing Credit Agreement with respect to the repayment of the Supplemental Term Loan. Effective on (and subject to the occurrence of) the Sixth Amendment Effective Date, the Lenders hereby waive the Pending Continuing Defaults for the period from September 30, 2007 through and including February 15March 13, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b5.02(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACGthe Borrower’s obligation to comply with the terms of Section 5.3 8.11 of the Amended Servicing Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 2007, and December 31, 2007, respectively, (ii) ACGthe Borrower’s obligation to comply with the terms of Section 5.3 8.11 of the Amended Servicing Credit Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 2007, and December 31, 2007, (iii) the ACG Parties’ Borrower’s obligation to comply with the terms of Section 5.01(a7.01(a) of the Existing Amended Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ Borrower’s obligation to comply with the terms of Section 5.01(a7.01(a) of the Existing Amended Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. Agent and Lenders hereby waive, as of the Amendment Effective Date (as defined below): (a) The ACG Parties acknowledge that the Pending Defaults will result all Events of Default arising solely from ACG Finance’s and ACGBorrower’s failure to be able to comply with its covenants to deliver to Agent and Lenders (i) within 45 days after the financial covenant contained in Section 5.3 end of the Existing Servicing Agreement for the fiscal quarters ending nearest September Fiscal Quarter ended March 30, 2007 2005 the quarterly financial information, certifications, management discussion and December 31analysis and all other documentation required to be delivered pursuant to Section 4.l(a) and clause (b) of Annex E of the Credit Agreement in respect of the Fiscal Quarter ended March 30, 20072005 (collectively, respectivelythe “First Quarter Financial Information”), and (ii) within 90 days after the requirement in Section 5.01(a) end of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and Fiscal Year ended December 31, 20072004 the annual Financial Statements, respectivelycertifications, statements, reports, letters and all other documentation required to be delivered pursuant to Section 4.l(a) and clause (iid) ACG’s obligation to comply with the terms of Section 5.3 Annex E of the Amended Servicing Credit Agreement as measured at in respect of the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and Fiscal Year ended December 31, 2007, 2004 (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreementcollectively, the Amended Servicing Agreement or “Year End Financial Information”); provided that Borrower shall be obligated to provide to Agent and Lenders the other Loan Documents.First Quarter Financial Information by no later than August 17, 2005 and the Year End Financial Information by no later than July 26, 2005; and (b) Except for any default or Event of Default arising solely from the limited waiver set forth abovefailure of Bxxxxx of New Jersey Realty Corp., nothing contained a New Jersey corporation (“Bxxxxx NJ Realty”) to comply with its covenants to deliver to Agent within 30 days of the Amendment Effective Date (as defined in the Ninth Amendment to Credit Agreement dated as of March 28, 2005 (the “Ninth Amendment”) among the parties hereto) the agreements, amendments, mortgages and other instruments and documents required to be delivered by Bxxxxx NJ Realty within 30 days of the Amendment Effective Date (as defined in the Ninth Amendment) pursuant to Section 12 of the Ninth Amendment, but only to the extent such default or Event of Default arises from the failure to deliver such agreements, amendments, mortgages and other instruments and documents within such 30-day time period (it also being acknowledged that Bxxxxx NJ Realty has delivered such agreements, amendments, mortgages and other instruments and documents prior to the date of this Amendment); Nothing herein shall be deemed to constitute or imply a waiver of any term or condition of any Loan Document or agreement, amendment, mortgage or other instrument or document delivered pursuant to Section 12 of the Ninth Amendment nor shall be deemed to prejudice any right or rights or remedies which the Administrative Agent or any Lender Lenders may now have or may have in the future under the Amended Credit Agreement, the Amended Servicing Agreement, or in connection with any other Loan Document, Document or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration any of the Waiver Period documents, amendments, instruments or agreements referred to herein and shall not obligate therein, as the Lenders or the Administrative Agent same may be amended from time to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Partytime. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. (a) The ACG Parties acknowledge Borrower acknowledges that the Pending Defaults will result from ACG Finance’s and ACG’s (i) the failure of the Credit Parties to be able to comply with (i) the financial covenant covenants contained in Section 5.3 of the Existing Servicing Agreement 7.11(c), (d) and (e) for the fiscal quarters quarter ending nearest September 30Xxxxx 00, 2007 and December 310000, 2007, respectively(xx) the failure of the Credit Parties to comply with Section 7.1(a)'s requirement for the timely delivery of annual financial statements accompanied by an audit opinion unqualified as to the status of the Consolidated Parties as a going concern, and (iiiii) the requirement in Section 5.01(a) failure of the Existing Credit Agreement, Parties to comply with Section 3.2(a) 7.1(f)'s requirement for timely delivery of the Existing Servicing Agreement and Section 5.1(j)(i) auditor's certificate identifying any Defaults or Events of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007Default. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders The Required Banks hereby waive the Pending Defaults for the period from September 30March 31, 2007 2003 through and including February 15June 10, 2008 2003 (the “"Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof"), subject to the Existing Servicing Agreement terms and the other Loan Documentsconditions set forth herein. This limited waiver shall not modify or affect (i) ACG’s the Credit Parties' obligation to comply at the conclusion of the Waiver Period with the terms of Section 7.11(c), (d), or (e) of the Credit Agreement as measured nearest Xxxxx 00, 0000, (xx) the Credit Parties' obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively7.11(c), (iid), or (e) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30Xxxxx 00, 2007 and December 31, 20070000, (iiixxx) the ACG Credit Parties’ obligation ' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the terms timely delivery of Section 5.01(a) financial statements accompanied by an audit opinion unqualified as to the status of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007Consolidated Parties as a going concern, (iv) the ACG Credit Parties’ obligation ' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the terms of Section 5.01(a) timely delivery of the Existing Credit Agreementauditor's certificate identifying any Defaults or Events of Default, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (ivv) the ACG Credit Parties’ ' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or and the other Loan Credit Documents. (b) . Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent Agent, the Trustee, or any Lender Bank may have under the Amended Credit Agreement, the Amended Servicing Agreement, Agreement or any other Loan Document, Credit Document or under applicable law; it being understood that the Administrative Agent Agent, the Trustee, and the Lenders Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent Banks to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders Banks shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Credit Parties acknowledge and agree that unless the Required Lenders Banks further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15June 10, 20082003, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement at the expiration of the Waiver Period, and thereafter the Amended Servicing Agreement as of February 15Agent, 2008, for which no grace period or cure period shall applythe Trustee, and the Administrative Agent and the Lenders Banks may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Credit Documents and applicable law. The ACG Credit Parties further acknowledge and agree that, to the extent that any Servicer Defaults, Defaults or Events of Default (Defaults other than the Pending Defaults) Defaults now exist or hereafter arise during the Waiver Period, the Administrative Agent Agent, the Trustee and the Lenders Banks may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, Credit Documents and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. Borrowers have advised Agent and Lenders that certain Events of Default have occurred and are continuing pursuant to Section 9.01(b) of the Credit Agreement, as a result of the Loan Parties’ failure to meet the minimum Consolidated EBITDA covenant set forth in Section 8.12(c) of the Credit Agreement and the Leverage Ratio covenant set forth in Section 8.12(e) of the Credit Agreement, in each case, for the Fiscal Quarter ended December 31, 2015 (each a “Specified Financial Covenant Default” and, collectively, the “Specified Financial Covenant Defaults”). The Loan Parties have requested, among other things, that Agent and Lenders waive the Specified Financial Covenant Defaults and the following Defaults and Events of Default resulting directly from the occurrence of any Specified Financial Covenant Default (including each Specified Financial Covenant Default, each a “Specified Default” and, collectively, the “Specified Defaults”): (a) The ACG Parties acknowledge that certain Event of Default under Section 9.01(e) of the Pending Defaults will result Credit Agreement resulting from ACG Finance’s and ACG’s the Loan Parties’ failure to be able meet the minimum Consolidated EBITDA covenant set forth in Section 8.12(c) of the First Lien Credit Agreement and the Leverage Ratio covenant set forth in Section 8.12(e) of the First Credit Agreement, in each case, for the Fiscal Quarter ended December 31, 2015 (each a “First Lien Specified Financial Covenant Default”) and any other Default or Event of Default (each as defined under the First Lien Credit Agreement) under the First Lien Credit Agreement resulting directly from the occurrence of any other Specified Default, (b) any Event of Default under Section 9.01(k) of the Credit Agreement, if applicable, resulting directly from the occurrence of any other Specified Default, and (c) any Event of Default under Section 9.01(b) under the Credit Agreement arising from any failure to comply with promptly notify the Agent of the occurrence of (i) any Default under the financial covenant contained in Credit Agreement with respect to any Specified Default pursuant to Section 5.3 7.03(a) of the Existing Servicing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) any Default or Event of Default (each as defined under the requirement in First Lien Credit Agreement) under the First Lien Credit Agreement due to the occurrence of any First Lien Specified Financial Covenant Default or any other Default or Event of Default under the First Lien Credit Agreement resulting directly from the occurrence of any of the Specified Defaults pursuant to Section 5.01(a7.03(b) of the Existing Credit Agreement. Subject to the satisfaction of the conditions set forth herein, Agent and Lenders are willing to accommodate such request, on the terms set forth herein. Notwithstanding anything to the contrary contained in the Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) terms and conditions hereof and in reliance upon the Amendment Effective Daterepresentations and warranties of the Loan Parties set forth herein, the Agent and Lenders party hereto hereby waive the Pending Specified Defaults for and, except as expressly set forth herein, their right to take any action under the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for Documents that they may otherwise have had as a result of the limited occurrence of any of the Specified Defaults. This is a limited, one-time waiver set forth above, nothing contained herein and shall not be deemed to to: (a) constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration any other breach of the Waiver Period and shall not obligate Credit Agreement or any of the Lenders or the Administrative Agent to waive any other Servicer DefaultLoan Documents, Default or Event of Default, whether now existing or hereafter arising. This is , except as expressly set forth herein with respect to the Specified Defaults, (b) constitute a one-time waiver, waiver of any right or remedy of Agent or any of Lenders under the Loan Documents which does not arise as a result of any Specified Default (all such rights and the Administrative remedies being expressly reserved by Agent and the Lenders shall have no obligation to extend the waiver Lenders) or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not (c) establish a custom or course of dealing or conduct between Agent and Lenders, on the Administrative Agentone hand, any Lender, ACG Finance, ACG and Borrowers or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless Loan Party on the Required Lenders further amend other hand. Except to the Amended Credit Agreementextent otherwise provided herein, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as each of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents shall remain in full force and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them effect in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaultsaccordance with their respective terms.

Limited Waiver. (a) A. The ACG Parties acknowledge that failure by the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able Borrower to comply with (i) the financial covenant contained ratios set forth in Section 5.3 9.01(b) of the Existing Servicing Credit Agreement for the fiscal quarters ending nearest quarter ended September 30, 2007 2015, Section 9.01(a) and Section 9.01(b) of the Credit Agreement for the fiscal quarter ended December 31, 20072015, respectivelyand B. Section 9.01(a) and Section 9.01(b) of the Credit Agreement for the fiscal quarter ended Xxxxx 00, and 0000, (iixx) the covenants set forth in Section 6 of the Ninth Amendment, (iii) the requirement set forth in Section 5.01(a8.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual the audited financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 20072015, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007not contain a “going concern” or like qualification, (iv) the ACG Parties’ obligation covenants set forth in Section 8.16 of the Credit Agreement as a result of the Borrower’s failure to maintain Amegy Bank National Association as its principal depositary bank at all times prior to the effectiveness of this Waiver and Amendment, and (v) any Defaults or Events of Default arising as a result thereof, are each hereby conditionally waived (and any breach of any representation or warranty under the Credit Agreement or any other Loan Document as a result of the existence of such failures to comply with is hereby similarly conditionally waived); provided that if the terms of Borrower fails to make any mandatory payments as required by Section 5.01(a3(A) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement this Waiver and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or Amendment (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreementif any), the Amended Servicing Agreement or foregoing waivers shall automatically expire at 5:00 p.m. eastern time on the other Loan Documents. (b) Except for the limited waiver set forth aboveBusiness Day any such mandatory payment becomes due but remains unpaid, nothing contained herein and an Event of Default shall be deemed to constitute have occurred as of September 30, 2015, and shall then continue and any and all remedies may be exercised unless or imply until each of the foregoing breaches has (i) been cured or (ii) further waived in accordance with the Credit Agreement. In the event that the mandatory payments required by Section 3(A) of this Waiver and Amendment (if any) are timely paid, the foregoing waivers shall become permanent. C. The post-default rate of interest (which would otherwise apply as a result of the breaches described in the foregoing clause (A) of this Section 4 to the aggregate outstanding amount of all Loans from and after September 30, 2015) is hereby waived; provided that the waiver of any rights or remedies which the Administrative Agent or any Lender may post-default rate of interest (1) shall be waived only so long as the provisions of Section 3(A) of this Waiver and Amendment are satisfied and the limited waivers described in clause (A) of this Section 4 have under the Amended Credit Agreement, the Amended Servicing Agreement, not terminated and (2) shall not apply to any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs now existing or existsthat may hereafter occur. The limited waiver set forth herein shall be waivers in this Section 4 are effective only in this specific instance respect of the matters and for the duration of the Waiver Period time periods expressly set forth in this Section 4 and shall not obligate the Lenders or the Administrative Agent to waive for any other Servicer Defaultperiod and, Default except as expressly set forth in this Waiver and Amendment, no other waivers, amendments or Event modifications are intended or made by this Waiver and Amendment. No failure or delay on the part of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG the Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the Required Lenders further amend exercise of any other power or right. No waiver or approval by the Amended Credit AgreementAdministrative Agent, any Lender, the Amended Servicing Agreement Issuing Bank or the holder of any Note under this Waiver and Amendment, the Amended Contribution Credit Agreement or any other Loan Document shall, except as may be otherwise agree stated in writing such waiver or approval, be applicable to continue this waiver beyond February 15, 2008, an any subsequent transaction or any Default or Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other any Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsDocument.

Limited Waiver. (a) The ACG Parties acknowledge that Effective as of the Pending Defaults will result Effective Date, Standard Chartered hereby waives any Event of Default pursuant to (i) Section 8(d) of the Letter of Credit Agreement resulting from ACG Finance’s and ACG’s failure (A) the Borrowers having permitted (x) Consolidated EBIDA for the Reference Period ended on September 30, 2003 to be able less than $6,551,000 and (y) Consolidated EBIDA for the Reference Period ended on October 31, 2003 to be less than $8,680,000, in breach of Section 7(p) of the Letter of Credit Agreement, (B) the Borrowers having permitted (x) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on September 30, 2003 to be less than 0.62:1.00 and (y) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on October 31, 2003 to be less than 0.79:1.00, in breach of Section 7(r) of the Letter of Credit Agreement, and (C) the Credit Parties' failure to comply with Section 7(a) of the Letter of Credit Agreement as a result of balancing or make-up obligations owed to third parties due to downward adjustments in estimates of crude oil inventory owned by such third parties, (ii) Section 8(n) of the Letter of Credit Agreement resulting from Link OLP's breaches of the Crude Oil Purchase Agreement and Receivables Purchase Agreement as set forth in Section 1(b) hereto, (iii) Section 8(h) of the Letter of Credit Agreement resulting from the occurrence of "Events of Default" (under and as defined in the Lehman Credit Agreement) and (iv) Section 8(c) of the Letter of Crxxxx Xgreement resulting from the occurrence of any "default" or "event of default" under any Credit Document resulting from any "Event of Default" or "Event of Seller Default" (x) under and as defined in the Letter of Credit Agreement, the Crude Oil Purchase Agreement or the Receivables Purchase Agreement waived pursuant to this Section 1(a) and (b) or (y) under the Lehman Credit Agreement waived pursuant to the Term Loan Waiver. (b) Effective as of the Effective Date, SCTSC hereby waives (i) the financial covenant contained "Event of Default" (as defined in Section 5.3 the Crude Oil Purchase Agreement) (A) pursuant to Sections 11(b) and 11(d) of the Existing Servicing Crude Oil Purchase Agreement for resulting from Link OLP's failure to maintain at least a number of barrels of crude oil constituting its line fill equal to the fiscal quarters ending nearest September 30"Adjusted Barrel Amount" (as defined in the Crude Oil Purchase Agreement), 2007 in breach of Section 17(g) of the Crude Oil Purchase Agreement, provided that such number of barrels of line fill does not fall below 2,150,000, and December 31, 2007, respectively(B) pursuant to Section 11(d) of the Crude Oil Purchase Agreement resulting from the occurrences of the Events of Default under and as defined in the Letter of Credit Agreement waived by Standard Chartered pursuant to Section 1(a) hereof, and (ii) the requirement "Event of Seller Default" (as defined in the Receivables Purchase Agreement) pursuant to Section 5.01(a5(C) of the Existing Credit Agreement, Section 3.2(a) Receivables Purchase Agreement resulting from the occurrences of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under and as defined in the Existing Letter of Credit Agreement or the Existing Servicing Agreement other than the Pending Defaultswaived by Standard Chartered pursuant to Section 1(a) hereof.

Limited Waiver. (a) The ACG Parties acknowledge that Subject to the Pending Defaults will result from ACG Finance’s terms and ACG’s failure to be able to comply with conditions set forth herein and in reliance on the representations and warranties of the Flowserve Entities herein contained, the Agent and the Purchasers hereby temporarily waive (i) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) compliance with the requirement in (A) under Section 5.01(a7.1(a)(i)(A) of the Existing Credit Agreement, Section 3.2(a) RPA that the financial statements of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, Provider for the fiscal year ending March ended December 31, 2007. Effective on (and subject 2004 delivered pursuant to the occurrence ofSection 7.1(a)(i)(A) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement RPA are audited and accompanied by an opinion of PricewaterhouseCoopers LLP, (including, without limitation, B) under Section 4.03(b4.1(a)(i)(A) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured RSA that the financial statements of the Provider for the fiscal quarters ending nearest September 30, 2007 and year ended December 31, 20072004 delivered pursuant to Section 4.1(a)(i)(A) of the RSA are audited and accompanied by an opinion of PricewaterhouseCoopers LLP and (C) under Section 7(a)(1) of the Performance Undertaking that the financial statements for the fiscal year ended December 31, respectively2004 delivered pursuant to Section 7(a)(1) of the Performance Undertaking are audited and accompanied by an opinion of PricewaterhouseCoopers LLP, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end any consequences or further affirmative obligations of any fiscal quarter other than the ones ending nearest September 30Flowserve Entity under any Agreement resulting from such noncompliance, 2007 and December 31, 2007, (iii) any Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event arising from an event of default under any agreement or instrument evidencing or governing Material Indebtedness of any Flowserve Entity or any of their respective Subsidiaries arising solely from the ACG Parties’ obligation failure to comply with the terms of Section 5.01(aprovide similar financial information (or opinions or certifications thereof) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement or annual or quarterly public filings during or for the fiscal year ending nearest March ended December 31, 20072004 or for the first three fiscal quarters of the fiscal year ending December 31, 2005; in each case, during the period from the date all the conditions precedent to this Amendment under Section 5 have been satisfied through and including the earlier to occur of (iva) the ACG Parties’ obligation to comply date of delivery of audited financial statements for the fiscal year ended December 31, 2004 and accompanying independent public accountant’s opinion in accordance with the terms of Section 5.01(a7.1(a)(i)(A) of the Existing Credit AgreementRPA, Section 3.2(a4.1(a)(i)(A) of the Existing Servicing Agreement RSA and Section 5.1(j)(i7(a)(1) of the Existing Contribution Agreement for Performance Undertaking to the Agent, and (b) September 30, 2005; provided, however, all waivers and accommodations made to the Flowserve Entities in this Section 2(a) shall be rescinded and be null and void and of no force and effect upon the commencement by any fiscal year other than the one ending nearest March 31, 2007, holder of Material Indebtedness of any Flowserve Entity or (iv) the ACG Parties’ obligation any their respective Subsidiaries of any action exercising rights with respect to comply fully with collateral or rights to accelerate arising from any other duty, term, condition, obligation default or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement event of default under any agreement or the other Loan Documentsinstrument evidencing or governing Material Indebtedness any Flowserve Entity or any their respective Subsidiaries. (b) Except for the limited waiver The waivers set forth in Section 2(a) (the “Waiver”) shall be limited precisely as written and relate solely to the noncompliance or temporary noncompliance, as the case may be, by the Flowserve Entities with the provisions of the Agreements in the manner and to the extent described above, and nothing contained herein in this Waiver shall be deemed to to: 1. constitute or imply a waiver of compliance by SPV with respect to (i) Section 7.1(a)(i)(A) of the RPA in any rights other instance or remedies which (ii) any other term, provision or condition of the Administrative RPA or any other Transaction Document; 2. constitute a waiver of compliance by Flowserve with respect to (i) Section 4.1(a)(i)(A) of the RSA in any other instance or (ii) any other term, provision or condition of the RSA or any other Transaction Document; 3. constitute a waiver of compliance by the Provider with respect to (i) Section 7(a)(1) of the Performance Undertaking in any other instance or (ii) any other term, provision or condition of the Performance Undertaking or any other Transaction Document; or 4. prejudice any right or remedy that SPV, the Agent or any Lender Purchaser may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Waiver) or may have in the future under the Amended Credit Agreement, the Amended Servicing Agreement, or in connection with any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit AgreementTransaction Document. Except as expressly set forth herein, the Amended Servicing terms, provisions and conditions of each Agreement shall remain in full force and the Amended Contribution Agreement or otherwise agree effect and in writing to continue this waiver beyond February 15, 2008, an Event of Default all other respects are hereby ratified and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaultsconfirmed.

Limited Waiver. The following provisions (acollectively, the “Subject Provisions”) The ACG Parties acknowledge that the Pending Defaults will shall be deemed waived and no Default or Event of Default shall be deemed to result from ACG Finance’s and ACG’s failure to be able to comply with any violation thereof: (i) the financial covenant contained in Section 5.3 requirements of clause (d) of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and definition of Unencumbered Asset Pool Conditions; (ii) the requirement that the Borrower make mandatory prepayments under subsections 2.06(b)(i)(B) and 2.06(b)(i)(C); (iii) the covenants in Sections 5.04(a)(i) (Maximum Leverage Ratio), 5.04(a)(iv) (Minimum Consolidated Fixed Charge Coverage Ratio), 5.04(a)(v) (Maximum Secured Leverage Ratio), 5.04(a)(vi) (Maximum Secured Recourse Leverage Ratio) and Section 5.04(b) (Unencumbered Asset Pool Financial Covenants); (iv) the representations in (x) the last sentence of Section 4.01(g) (Financial Condition) and (y) Section 4.01(s) (Force Majeure) for events or circumstances relating to the COVID-19 pandemic to the extent such events or circumstances have been publicly disclosed by the Borrower in its securities filings; and (v) the requirement under Section 3.02 that the Borrower certify, pursuant to clause (z)(iii) thereof in connection with each Revolving Credit Advance, that (1) the Total Unencumbered Asset Value equals or exceeds the Consolidated Unsecured Indebtedness of the Parent Guarantor that will be outstanding after giving effect to such Advance, issuance or renewal, respectively and (2) before and after giving effect to such Advance the Parent Guarantor shall be in compliance with the covenants contained in Section 5.01(a) 5.04(b). Without limiting the generality of the provisions of Section 9.01 of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth abovein this subsection 2(a) shall be limited precisely as written, and nothing contained herein shall be deemed to (A) constitute or imply a waiver of compliance by the Borrower or any rights Guarantor with respect to (1) the Limited Waiver Period Subject Provisions other than during the Limited Waiver Period or remedies which (2) any other term, provision or condition of the Administrative Agent 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 Amended Existing Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and or any other instrument or agreement referred to in any of them or under applicable lawlaws. The ACG Parties further acknowledge and agree thatFor the avoidance of doubt, to the extent any Servicer Defaults, Defaults or Events waivers of Default (other than the Pending Defaults) now exist or hereafter arise during Limited Waiver Period Subject Provisions set forth herein shall not extend beyond the last day of the Limited Waiver Period, and such waivers shall be of no force or effect for any purpose after the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as last day of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsLimited Waiver Period.

Limited Waiver. (a) The ACG Parties acknowledge that Borrower permitted the Pending Defaults will result from ACG Finance’s and ACG’s failure Interest Coverage Ratio to be able to comply with (i) less than 2.20:1.00 for the financial covenant contained in Third Fiscal Quarter of 2004 which constitutes a breach of Section 5.3 10.1 of the Existing Servicing Revolving Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in an Event of Default pursuant to Section 5.01(a13.1(c) of the Existing Revolving Credit Agreement, Section 3.2(a) of Agreement (the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007"Interest Coverage Default"). Effective on (and subject to the occurrence of) the Amendment Effective Date, the The Required Lenders hereby waive the Pending Defaults Interest Coverage Default, provided that such waiver shall only be effective to the extent the Interest Coverage Ratio for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes Third Fiscal Quarter of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall 2004 is not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other less than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents2.08:1.00. (b) Except The Borrower permitted Consolidated EBITDA to be less than $52,000,000 for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults Reference Period ending during the Waiver Period as long as no other Servicer DefaultThird Fiscal Quarter of 2004, Default or which constitutes a breach of Section 10.3(a) of the Revolving Credit Agreement and an Event of Default occurs or existspursuant to Section 13.1(c) of the Revolving Credit Agreement (the "EBITDA Default"). The limited Required Lenders hereby waive the EBITDA Default, provided that such waiver set forth herein shall only be effective only in this specific instance to the extent that Consolidated EBITDA for the duration Third Fiscal Quarter of the Waiver Period and shall 2004 is not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Partyless than $47,468,000 for such fiscal quarter. (c) The ACG Parties acknowledge and agree that unless Borrower permitted the Required Lenders further amend Leverage Ratio to exceed 4.75:1.00 for the Amended Third Fiscal Quarter of 2004, which constitutes a breach of Section 10.4 of the Revolving Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and pursuant to Section 13.1(c) of the Revolving Credit Agreement (the "Leverage Ratio Default"). The Required Lenders hereby waive the Leverage Ratio Default, provided that such waiver shall only be effective to the extent the Leverage Ratio for the Third Fiscal Quarter of 2004 does not exceed 5.13:1.00 for such fiscal quarter. (d) The Borrower permitted the Fixed Charge Coverage Ratio to be less than 1.00:1.00 for the Third Fiscal Quarter of 2004, which constitutes a Servicer Default will exist under breach of Section 10.6 of the Amended Revolving Credit Agreement and an Event of Default pursuant to Section 13.1(c) of the Amended Servicing Revolving Credit Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and (the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law"Fixed Charge Default"). The ACG Parties further acknowledge and agree thatRequired Lenders hereby waive the Fixed Charge Default, provided that such waiver shall only be effective to the extent any Servicer Defaults, Defaults or Events the Fixed Charge Coverage Ratio for the Third Fiscal Quarter of Default (other 2004 is not less than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults0.96:1.00 for such fiscal quarter.

Limited Waiver. The Lenders hereby waive the Events of Default that have occurred and are continuing (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the financial covenant contained in under Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a8.1(c) of the Existing Credit AgreementAgreement due to Holdings permitting the Leverage Ratio, Section 3.2(a) as of the Existing Servicing Agreement and Section 5.1(j)(i) last day of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year Fiscal Quarter ending March 31, 2007. Effective on 2016, to be greater than 5.50:1.00; (and subject to the occurrence ofb) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, under Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a8.1(c) of the Existing Credit AgreementAgreement due to the failure of the Credit Parties to deliver the monthly financial statements with respect to the months ending January 31, 2016, February 29, 2016, March 31, 2016 and April 30, 2016 when and in the form required under Section 3.2(a5.1(a) of the Existing Servicing Agreement and Credit Agreement, (c) under Section 5.1(j)(i8.1(c) of the Existing Contribution Credit Agreement for due to the fiscal year failure of Credit Parties to deliver the quarterly financial statements with respect to the quarter ending nearest March 31, 2007, (iv) 2016 when and in the ACG Parties’ obligation to comply with the terms of form required under Section 5.01(a5.1(b) of the Existing Credit Agreement, ; and (d) under Section 3.2(a8.1(a) of the Existing Servicing Credit Agreement and due to the failure of the Companies to prepay the Loans and/or permanently reduce the Revolving Commitments following the receipt of Net Insurance/Condemnation Proceeds in an aggregate amount equal to such Net Insurance/Condemnation Proceeds when required under Section 5.1(j)(i2.13(b) of the Existing Contribution Credit Agreement for following the receipt of such Net Insurance/Condemnation Proceeds on or about March 10, 2016, March 11, 2016, March 28, 2016 and April 13, 2016 in the aggregate amount of $170,562.38. For purposes of clarification, such Net Insurance/Condemnation Proceeds shall not be counted in calculating the aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination. The waivers set forth in this Section B are limited to the specified Events of Default set forth herein and nothing herein, nor any fiscal year communications among Administrative Agent, any Lender or any Credit Party shall be deemed a waiver with respect to any other than the one ending nearest March 31, 2007Default or Event of Default, or (iv) the ACG Parties’ obligation any future failure of any Credit Party to comply fully with any other duty, term, condition, obligation or covenant contained in provision of the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver any provision of any rights other Credit Document (including, but not limited to, any possible future Default or remedies Event of Default of which the Administrative Agent or any Lender may have under been advised). Without limiting the Amended Credit Agreementforegoing, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver waivers set forth herein shall be effective only in this specific instance for the duration of the Waiver Period Section B are not and shall not obligate be deemed to be a consent to the Lenders late delivery of financial statements for any month ending after April 30, 2016 or to the Administrative Agent failure of such financial statements to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and satisfy the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end requirements set forth in Section 5.1(a) of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 Effective as of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Term Lenders and the Term Lender Agent hereby waive any Event of Default pursuant to (i) Section 11(d) of the Pending Defaults Term Loan Agreement resulting from (A) the Borrowers having permitted (x) Consolidated EBIDA for the period from Reference Period ended on September 30, 2007 through 2003 to be less than $6,551,000 and including February 15(y) Consolidated EBIDA for the Reference Period ended on October 31, 2008 (the “Waiver Period”2003 to be less than $8,680,000, in breach of Section 10(o) for all purposes of the Existing Term Loan Agreement, (B) the Borrowers having permitted (x) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on September 30, 2003 to be less than 0.62:1.00 and (y) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on October 31, 2003 to be less than 0.79:1.00, in breach of Section 10(q) of the Term Loan Agreement, and (C) the Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation Parties' failure to comply with the terms of Section 5.3 10(a) of the Amended Servicing Term Loan Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectivelya result of balancing or make-up obligations owed to third parties due to downward adjustments in estimates of crude oil inventory owned by such third parties, (ii) ACG’s obligation to comply with the terms of Section 5.3 11(n) of the Amended Servicing Term Loan Agreement as measured at resulting from Link OLP's breaches of the end Purchase Agreements that are concurrently herewith being waived by Section 1 of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007Standard Chartered Waiver, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a11(h) of the Existing Term Loan Agreement resulting from the occurrence of "Events of Default" (under and as defined in the Letter of Credit Agreement, ) waived by Section 3.2(a1 of the Standard Chartered Waiver and (iv) Section 11(c) of the Existing Servicing Term Loan Agreement and Section 5.1(j)(iresulting from the occurrence of any "default" or "event of default" under any Credit Document resulting from any Event of Default or Event of Seller Default (x) of under the Existing Contribution Term Loan Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, waived hereby or (ivy) under the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Letter of Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed Purchase Agreements waived pursuant to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration Section 1 of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG PartyStandard Chartered Waiver. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. (a) The ACG Parties acknowledge that Effective as of the Pending Defaults will result Effective Date, Standard Chartered hereby waives any Event of Default pursuant to (i) Section 8(d) of the Letter of Credit Agreement resulting from ACG Finance’s and ACG’s failure (A) the Borrowers having permitted (x) Consolidated EBIDA for the Reference Period ended on September 30, 2003 to be able less than $6,551,000 and (y) Consolidated EBIDA for the Reference Period ended on October 31, 2003 to be less than $8,680,000, in breach of Section 7(p) of the Letter of Credit Agreement, (B) the Borrowers having permitted (x) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on September 30, 2003 to be less than 0.62:1.00 and (y) the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ended on October 31, 2003 to be less than 0.79:1.00, in breach of Section 7(r) of the Letter of Credit Agreement, and (C) the Credit Parties' failure to comply with Section 7(a) of the Letter of Credit Agreement as a result of balancing or make-up obligations owed to third parties due to downward adjustments in estimates of crude oil inventory owned by such third parties, (ii) Section 8(n) of the Letter of Credit Agreement resulting from Link OLP's breaches of the Crude Oil Purchase Agreement and Receivables Purchase Agreement as set forth in Section 1(b) hereto, (iii) Section 8(h) of the Letter of Credit Agreement resulting from the occurrence of "Events of Default" (under and as defined in the Lehman Credit Agreement) and (iv) Section 8(c) of the Letter of Crxxxx Xgreement resulting from the occurrence of any "default" or "event of default" under any Credit Document resulting from any "Event of Default" or "Event of Seller Default" (x) under and as defined in the Letter of Credit Agreement, the Crude Oil Purchase Agreement or the Receivables Purchase Agreement waived pursuant to this Section 1(a) and (b) or (y) under the Lehman Credit Agreement waived pursuant to the Term Loan Waiver. (b) Effective as of the Effective Date, SCTSC hereby waives (i) the financial covenant contained "Event of Default" (as defined in Section 5.3 the Crude Oil Purchase Agreement) (A) pursuant to Sections 11(b) and 11(d) of the Existing Servicing Crude Oil Purchase Agreement for resulting from Link OLP's failure to maintain at least a number of barrels of crude oil constituting its line fill equal to the fiscal quarters ending nearest September 30"Adjusted Barrel Amount" (as defined in the Crude Oil Purchase Agreement), 2007 in breach of Section 17(g) of the Crude Oil Purchase Agreement, provided that such number of barrels of line fill does not fall below 2,150,000, and December 31, 2007, respectively(B) pursuant to Section 11(d) of the Crude Oil Purchase Agreement resulting from the occurrences of the Events of Default under and as defined in the Letter of Credit Agreement waived by Standard Chartered pursuant to Section 1(a) hereof, and (ii) the requirement "Event of Seller Default" (as defined in the Receivables Purchase Agreement) pursuant to Section 5.01(a5(C) of the Existing Credit Agreement, Section 3.2(a) Receivables Purchase Agreement resulting from the occurrences of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under and as defined in the Existing Letter of Credit Agreement or the Existing Servicing Agreement other than the Pending Defaultswaived by Standard Chartered pursuant to Section 1(a) hereof.

Limited Waiver. 3.01 Borrower has informed Lender that Borrower has violated the following covenants contained in the Loan Agreement and has requested that Lender waive such violations: (i) DXP and its Subsidiaries failed to maintain, for the twelve calendar month period ending on June 30, 1999, a Fixed Charge Ratio of not less than the relevant ratio provided for in Section 9.3(A) of the Loan Agreement; (ii) DXP and its Subsidiaries failed to achieve, for the twelve calendar month period ending on June 30, 1999, a Senior Interest Coverage Ratio at least equal to the ratio set forth in Section 9.3(B) of the Loan Agreement; (iii) DXP and its Subsidiaries failed to maintain, as of June 30, 1999, the ratio of (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s Senior Debt of DXP and ACG’s failure its Subsidiaries on such date to be able (b) an amount equal to comply with (ix) the financial covenant contained EBITDA of DXP and its Subsidiaries for the twelve calendar month period ending on such date, minus (y) Capital Expenditures made by DXP and its Subsidiaries during such period, of not greater than the ratio set forth in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a9.3(C) of the Existing Credit Loan Agreement; and (iv) DXP and its Subsidiaries failed to maintain as of the end of the fiscal month ending April 30, 1999, the fiscal month ending May 31, 1999, and the fiscal month ending June 30, 1999, a Fixed Charge Ratio of not less than the relevant ratio set forth in Section 3.2(a9.3(D) of the Existing Servicing Agreement and Section 5.1(j)(i) Loan Agreement. Subject to the satisfaction of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion conditions precedent set forth in Section 4.01 of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (this Amendment and subject to the occurrence of) the Amendment Effective Dateother terms, the Lenders conditions and provisions of this Amendment, Lender hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes waives each of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 above-described violations of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 above-described Sections of the Amended Servicing Agreement as measured at Loan Agreement; provided, however, that the end waiver described in this Section 3.01 of any fiscal quarter other than this Amendment is strictly limited to the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) Sections of the Existing Credit Agreement, Section 3.2(a) of Loan Agreement described above and to the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement specific occurrences described above. Except as otherwise specifically provided for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth abovethis Amendment, nothing contained herein shall be deemed to constitute or imply construed as a waiver by Lender of any rights covenant or remedies which provision of the Administrative Agent or any Lender may have under the Amended Credit Loan Agreement, the Amended Servicing AgreementOther Agreements, this Amendment or of any other Loan Document, contract or under applicable law; it being understood that the Administrative Agent instrument between Borrower and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiverLender, and the Administrative Agent and the Lenders shall have no obligation failure of Lender at any time or times hereafter to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end require strict performance by Borrower of the Waiver Period. This limited waiver any provision thereof shall not establish a custom waive, affect or course diminish any right of dealing or conduct between Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Loan Agreement, the Amended Servicing Agreement Other Agreements, this Amendment and the Amended Contribution Agreement any other contract or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default instrument between Borrower and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsLender.

Limited Waiver. Agent and Lenders hereby waive, as of the Amendment Effective Date (as defined below): (a) The ACG Parties acknowledge that the Pending Defaults will result all Events of Default arising solely from ACG Finance’s and ACG’s Borrower's failure to be able to comply with its covenants to deliver to Agent and Lenders (i) within 45 days after the financial covenant contained in Section 5.3 end of the Existing Servicing Agreement for the fiscal quarters ending nearest September Fiscal Quarter ended March 30, 2007 2005 the quarterly financial information, certifications, management discussion and December 31analysis and all other documentation required to be delivered pursuant to Section 4.1(a) and clause (b) of Annex E of the Credit Agreement in respect of the Fiscal Quarter ended March 30, 20072005 (collectively, respectivelythe "First Quarter Financial Information"), and (ii) within 90 days after the requirement in end of the Fiscal Year ended December 31, 2004 the annual Financial Statements, certifications, statements, reports, letters and all other documentation required to be delivered pursuant to Section 5.01(a4.1(a) and clause (d) of the Existing Credit Agreement, Section 3.2(a) Annex E of the Existing Servicing Credit Agreement and Section 5.1(j)(i) in respect of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March Fiscal Year ended December 31, 2007. Effective on 2004 (collectively, the "Year End Financial Information"); provided that Borrower shall be obligated to provide to Agent and subject Lenders the First Quarter Financial Information by no later than August 17, 2005 and the Year End Financial Information by no later than July 26, 2005 ; and (b) any default or Event of Default arising solely from the failure of Xxxxxx of New Jersey Realty Corp., a New Jersey corporation ("Xxxxxx NJ Realty") to the occurrence of) comply with its covenants to deliver to Agent within 30 days of the Amendment Effective DateDate (as defined in the Ninth Amendment to Credit Agreement dated as of March 28, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 2005 (the “Waiver Period”"Ninth Amendment") for all purposes among the parties hereto) the agreements, amendments, mortgages and other instruments and documents required to be delivered by Xxxxxx NJ Realty within 30 days of the Existing Credit Agreement Amendment Effective Date (including, without limitation, as defined in the Ninth Amendment) pursuant to Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 12 of the Amended Servicing Agreement as measured for Ninth Amendment, but only to the fiscal quarters ending nearest September extent such default or Event of Default arises from the failure to deliver such agreements, amendments, mortgages and other instruments and documents within such 30-day time period (it also being acknowledged that Xxxxxx NJ Realty has delivered such agreements, 2007 amendments, mortgages and December 31, 2007, respectively, (ii) ACG’s obligation other instruments and documents prior to comply with the terms date of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained this Amendment); Nothing herein shall be deemed to constitute or imply a waiver of any term or condition of any Loan Document or agreement, amendment, mortgage or other instrument or document delivered pursuant to Section 12 of the Ninth Amendment nor shall be deemed to prejudice any right or rights or remedies which the Administrative Agent or any Lender Lenders may now have or may have in the future under the Amended Credit Agreement, the Amended Servicing Agreement, or in connection with any other Loan Document, Document or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration any of the Waiver Period documents, amendments, instruments or agreements referred to herein and shall not obligate therein, as the Lenders or the Administrative Agent same may be amended from time to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Partytime. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. (a) A. The ACG Parties acknowledge that failure by the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able Borrower to comply with (i) the financial covenant contained ratios set forth in Section 5.3 9.01(b) of the Existing Servicing Credit Agreement for the fiscal quarters ending nearest quarter ended September 30, 2007 2015, Section 9.01(a) and Section 9.01(b) of the Credit Agreement for the fiscal quarter ended December 31, 20072015, respectivelySection 9.01(a) and Section 9.01(b) of the Credit Agreement for the fiscal quarter ended March 31, 2016, and Section 9.01(a), Section 9.01(b) and Section 9.01(c) for the fiscal quarter ended June 30, 2016, (ii) the requirement covenants set forth in Section 5.01(a6 of the Ninth Amendment, (iii) the requirement set forth in Section 8.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual the audited financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 20072015, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007not contain a “going concern” or like qualification, (iv) the ACG Parties’ obligation covenants set forth in Section 8.16 of the Credit Agreement as a result of the Borrower’s failure to comply with maintain Amegy Bank National Association as its principal depositary bank at all times prior to the terms effectiveness of the Tenth Amendment, (v) the requirement set forth in Section 5.01(a3(A) of the Existing Tenth Amendment, as in effect prior to this Waiver and Amendment, that the Borrower make a single lump sum payment in an amount equal to the lesser of the Borrowing Base Deficiency and $9,800,000 within two Business Days following the automatic reduction of the Borrowing Base and (vi) any Defaults or Events of Default arising as a result thereof, are each hereby conditionally waived (and any breach of any representation or warranty under the Credit Agreement, Agreement or any other Loan Document as a result of the existence of such failures to comply is hereby similarly conditionally waived); provided that if the Borrower fails to make any mandatory payments as required by Section 3.2(a3(A) of the Existing Servicing Agreement this Waiver and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or Amendment (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreementif any), the Amended Servicing Agreement or foregoing waivers shall automatically expire at 5:00 p.m. eastern time on the other Loan Documents. (b) Except for the limited waiver set forth aboveBusiness Day any such mandatory payment becomes due but remains unpaid, nothing contained herein and an Event of Default shall be deemed to constitute have occurred as of September 30, 2015, and shall then continue and any and all remedies may be exercised unless or imply until each of the foregoing breaches has (i) been cured or (ii) further waived in accordance with the Credit Agreement. In the event that the mandatory payments required by Section 3(A) of this Waiver and Amendment (if any) are timely paid, the foregoing waivers shall become permanent. B. The post-default rate of interest (which would otherwise apply as a result of the breaches described in the foregoing clause (A) of this Section 4 to the aggregate outstanding amount of all Loans from and after September 30, 2015) is hereby waived; provided that the waiver of any rights or remedies which the Administrative Agent or any Lender may post-default rate of interest (1) shall be waived only so long as the provisions of Section 3(A) of this Waiver and Amendment are satisfied and the limited waivers described in clause (A) of this Section 4 have under the Amended Credit Agreement, the Amended Servicing Agreement, not terminated and (2) shall not apply to any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs now existing or existsthat may hereafter occur. The limited waiver set forth herein shall be waivers in this Section 4 are effective only in this specific instance respect of the matters and for the duration of the Waiver Period time periods expressly set forth in this Section 4 and shall not obligate the Lenders or the Administrative Agent to waive for any other Servicer Defaultperiod and, Default except as expressly set forth in this Waiver and Amendment, no other waivers, amendments or Event modifications are intended or made by this Waiver and Amendment. No failure or delay on the part of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG the Issuing Bank or the holder of any Note in exercising any power or right under the Credit Agreement or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the Required Lenders further amend exercise of any other power or right. No waiver or approval by the Amended Credit AgreementAdministrative Agent, any Lender, the Amended Servicing Agreement Issuing Bank or the holder of any Note under this Waiver and Amendment, the Amended Contribution Credit Agreement or any other Loan Document shall, except as may be otherwise agree stated in writing such waiver or approval, be applicable to continue this waiver beyond February 15, 2008, an any subsequent transaction or any Default or Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other any Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsDocument.

Limited Waiver. (a) The ACG Parties acknowledge that Events of Default have occurred and are continuing under clause (b) of Section 8 of the Pending Defaults will result from ACG Finance’s and ACG’s failure Loan Agreement due to be able to comply with (iA) the failure of Borrower to deliver the audited financial covenant contained in statements required under Section 5.3 6.1(a) of the Existing Servicing Loan Agreement for the fiscal quarters ending nearest September Fiscal Year ended April 30, 2007 and December 312011 no later than 75 days after the end of such Fiscal Year, 2007, respectively, and (ii) together with the requirement in Compliance Certificate required under Section 5.01(a6.1(c) of the Existing Credit Loan Agreement, the certificate setting forth the Hedging Agreements of Borrower and each of its Subsidiaries required under Section 3.2(a6.1(e) of the Existing Servicing Agreement Loan Agreement, and the certificate of insurance required under Section 5.1(j)(i6.1(f) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007Agreement, respectively, (iiB) ACG’s obligation the failure of Borrower to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September deliver by July 30, 2007 2011 the production report and December 31lease operating statements for the calendar month ended June 30, 20072011, (iii) the ACG Parties’ obligation to comply with the terms of as required under Section 5.01(a6.2(a) of the Existing Credit Loan Agreement, (C) the failure of the Borrower to deliver by July 30, 2011 the lease acquisition report for the calendar month ended June 30, 2011, as required under Section 3.2(a6.2(d) of the Existing Servicing Loan Agreement (the Events of Default described in clauses (A), (B) and Section 5.1(j)(i(C) above are collectively referred to as the “Reporting Defaults”) and (D) the failure to provide the written notice required under Sections 6.2(g) and 6.3 of the Existing Contribution Agreement for Loan Agreement, of the fiscal year ending nearest March 31, 2007, Events of Default occurring as result of the Reporting Defaults (iv) the ACG Parties’ obligation to comply “Notice Defaults” and together with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit AgreementReporting Defaults, the Amended Servicing Agreement or the other Loan Documents“Specified Events of Default”). (b) Except for Subject to the limited waiver satisfaction of each of the conditions set forth abovein Section 3 of this Amendment, nothing contained herein shall be deemed the Lenders (or at least the required percentage thereof) hereby waive the Specified Events of Default; provided, that, on or before September 2, 2011, Borrower (i) pays to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have for the pro rata benefit of the Lenders interest on the outstanding Obligations at the rate specified in Section 2.6(b) of the Loan Agreement (as amended hereby) for the period from and including July 22, 2011 to but excluding September 2, 2011, (ii) delivers to the Administrative Agent the audited financial statements required under Section 6.1(a) of the Amended Credit Loan Agreement for the Fiscal Year ended April 30, 2011, together with the related Compliance Certificate, list of Hedging Agreements and certificate of insurance as required by Sections 6.1(c), 6.1(e), and 6.1(f) of the Loan Agreement, respectively, (iii) delivers to the Amended Servicing Administrative Agent the production report and lease operating statements for the calendar month ended June 30, 2011, as required by Section 6.2(a) of the Loan Agreement, any other Loan Document(iv) certifies in the Compliance Certificate delivered pursuant to clause (ii) above that no Oil and Gas Properties were acquired during the calendar month ended June 30, or under applicable law; 2011 and (v) delivers to the Administrative Agent Control Agreements for each Collections Account duly executed by each party thereto and otherwise in form and substance satisfactory to the Administrative Agent (it being understood that the Administrative Agent and failure of the Lenders may not exercise their rights and remedies Borrower to comply with respect to any of the Pending Defaults during the Waiver Period as long as no other Servicer Defaultforegoing clauses (i) through (v) on or before September 2, Default or 2011 shall constitute an Event of Default occurs Default). (c) Borrower acknowledges and agrees that nothing herein shall be construed as a continuing waiver of the provisions of Sections 6.1(a), 6.1(c), 6.1(e), 6.1(f), 6.2(a), 6.2(d), 6.2(g) and 6.3 of the Loan Agreement or existsof any other provision of the Loan Agreement or any other Loan Document. The limited waiver set forth herein shall be effective only in this specific instance for Section 2 is expressly limited as follows: (a) such waiver is limited solely to the duration of Reporting Defaults and the Waiver Period Notice Defaults and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This (b) such waiver is a limited one-time waiver, and the Administrative Agent and nothing contained herein shall obligate the Lenders shall have no obligation to extend the grant any additional or future waiver with respect to Sections 6.1(a), 6.1(c), 6.1(e), 6.1(f), 6.2(a), 6.2(d), Xxxxxx Energy 6.2(g) or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end 6.3 of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG Loan Agreement or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless provision of the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Loan Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the any other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsDocument.

Limited Waiver. (a) The ACG Parties acknowledge that Effective as of the Pending Defaults will result Effective Date, Standard Chartered hereby waives the Event of Default pursuant to (i) Section 8(d) of the Letter of Credit Agreement resulting from ACG Finance’s and ACG’s failure (A) the Borrowers having permitted Consolidated EBIDA for the Reference Period ending on September 30, 2003 to be able less than $6,551,000, in breach of Section 7(p) of the Letter of Credit Agreement, (B) the Borrowers having permitted the ratio of Consolidated EBIDA to Consolidated Total Interest Expense for the Reference Period ending on September 30, 2003 to be less than 0.62:1.00, in breach of Section 7(r) of the Letter of Credit Agreement, and (C) the Credit Parties' failure to comply with Section 7(a) of the Letter of Credit Agreement as a result of balancing or make-up obligations owed to third parties due to the sale of crude oil linefill belonging to such third parties, (ii) Section 8(n) of the Letter of Credit Agreement resulting from Link OLP's breaches of the Crude Oil Purchase Agreement and Receivables Purchase Agreement as set forth in Section 1(b) hereto, and (iii) Section 8(h) of the Letter of Credit Agreement resulting from the occurrence of "Events of Default" (under and as defined in the Lehman Credit Agreement); provided, that such waivers shall continxx xxxy until November 30, 2003 and shall terminate on such date. (b) Effective as of the Effective Date, SCTSC hereby waives (i) the financial covenant contained "Event of Default" (as defined in Section 5.3 the Crude Oil Purchase Agreement) (A) pursuant to Sections 11(b) and 11(d) of the Existing Servicing Crude Oil Purchase Agreement for resulting from Link OLP's failure to maintain at least a number of barrels of crude oil constituting its line fill equal to the fiscal quarters ending nearest September 30"Adjusted Barrel Amount" (as defined in the Crude Oil Purchase Agreement), 2007 in breach of Section 17(g) of the Crude Oil Purchase Agreement and December 31, 2007, respectively(B) pursuant to Section 11(d) of the Crude Oil Purchase Agreement resulting from the occurrences of Events of Default under and as defined in the Letter of Credit Agreement, and (ii) the requirement "Event of Seller Default" (as defined in the Receivables Purchase Agreement) pursuant to Section 5.01(a5(C) of the Existing Credit Agreement, Section 3.2(a) Receivables Purchase Agreement resulting from the occurrences of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under and as defined in the Existing Letter of Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsAgreement; provided, that such waivers shall continue only until November 30, 2003 and shall terminate on such date.

Limited Waiver. (a) The ACG Loan Parties acknowledge that (A) the Pending Existing Defaults will result from ACG Finance’s and ACGthe Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 5.3 8.11 of the Existing Servicing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 2007, and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a7.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACGthe Borrower’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007, and (iii) the requirement in Section 2.06(b) of the Existing Credit Agreement that the Borrower repay $5,000,000 of the Term Loan by February 15, 2008, and (B) the Prospective Defaults will result from the Borrower’s inability to comply with (i) the financial covenant contained in Section 8.11 of the Existing Credit Agreement for the fiscal quarter ending nearest March 31, 2008, and (ii) the requirement in Section 7.01(a) of the Existing Credit Agreement that the Borrower’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2008. Effective on (and subject to the occurrence of) the Seventh Amendment Effective Date, the Lenders hereby waive the Pending Continuing Defaults for the period from September 30, 2007 through and including February 15, 2008 the Waiver Termination Date (as defined below) (such period from the Seventh Amendment Effective Date through and including the Waiver Termination Date being referred to as the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b5.02(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACGthe Borrower’s obligation to comply with the terms of Section 5.3 8.11 of the Amended Servicing Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and 2007, December 31, 2007, and March 31, 2008, respectively, (ii) ACGthe Borrower’s obligation to comply with the terms of Section 5.3 8.11 of the Amended Servicing Credit Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and 2007, December 31, 2007, and Mxxxx 00, 0000, (iiixxx) the ACG Parties’ Borrower’s obligation to comply with the terms of Section 5.01(a7.01(a) of the Existing Amended Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year years ending nearest March 31, 20072007 and March 31, 2008, (iv) the ACG Parties’ Borrower’s obligation to comply with the terms of Section 5.01(a7.01(a) of the Amended Credit Agreement for any fiscal years other than the ones ending nearest March 31, 2007 and March 31, 2008, (v) the Borrower’s obligation to comply with the terms of Section 2.06(b) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (ivvi) the ACG Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. For purposes of this Seventh Amendment, the Waiver Termination Date shall mean the earliest to occur of (i) June 6, 2008, (ii) the occurrence of any Default or Event of Default under the Amended Credit Agreement other than the Continuing Defaults, (iii) the occurrence of any default or event of default with respect to the Bridge Facility Agreement which is not waived or cured within the applicable grace period, if any, and (iv) the failure of the Borrower to consummate the Consent Solicitation by March 14, 2008 with holders of at least 97% of the outstanding principal amount of the Second Lien Supplemental Notes agreeing to extend the maturity date thereof to a date no earlier than June 15, 2008 and waive any default or event of default thereunder in connection therewith, all upon terms and conditions and evidenced by documents, agreements and other instruments reasonably satisfactory to the Agent. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Continuing Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the limited waiver or otherwise amend amend, modify or waive any provision of the Amended Credit Agreement or the Amended Servicing Agreement any other Loan Documents at the end of the Waiver Period. This limited waiver The provisions and agreements set forth in this Seventh Amendment shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG the Borrower or any other ACG Loan Party. (c) The ACG Loan Parties acknowledge and agree that unless the Required Lenders Agent and the Lenders, in their sole discretion, further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008the Waiver Period, an Event of Default and a Servicer Default will exist occur under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008the Waiver Termination Date, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Loan Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Continuing Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Waiver Period shall immediately terminate and the Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. . (d) The Administrative Agent hereby acknowledges thatLoan Parties acknowledge and agree that the making of any Credit Extension pursuant to the Amended Credit Agreement following the occurrence of the Continuing Defaults does not now, and will not in the future, constitute (i) an agreement or obligation, whether implied or express, on the part of the Lenders to make any Credit Extension in the future, after the expiration of the Waiver Period, to the best extent that the Continuing Defaults exist upon the expiration of its knowledge as such Waiver Period, or (ii) a waiver by the Agent or the Lenders of any of their respective rights or remedies at any time, now or in the date hereoffuture, before giving effect with respect to the foregoing limited waiver, there are no Servicer Defaults, Continuing Defaults or Events to any other Default or Event of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsDefault.

Limited Waiver. (a) The ACG Parties acknowledge that Subject to the Pending Defaults will result terms and conditions set forth in this Agreement and in reliance on the representations, warranties and covenants of the Company herein contained, from ACG Finance’s and ACG’s failure after the Amendment Effective Date (as defined in Section 3), the Noteholders, as to be able clauses (i), (ii) and (iii) below, and the Stockholders, as to comply with clauses (iv) and (v) below, hereby waive: (i) the financial covenant contained in compliance with Section 5.3 4.20 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and Indenture (iiNet Worth) the requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30April 1, 2007 2001 through and including February 15the Bank Maturity Date (as defined below); (ii) compliance with Section 4.23 of the Indenture (Certain Consolidated Ratios) for the period from April 1, 2008 2001 through and including the Bank Maturity Date; (iii) the payment in cash of any amounts with respect to principal, interest (but not the accrual of interest), fees or other amounts payable under the Indenture and the Subordinated Notes through and including the Bank Maturity Date, subject, however, to the provisions of Section 3(e) hereof; (iv) the payment in cash of any amounts with respect to the Preferred Stock, including dividends (but not the accrual of dividends), fees or other amounts payable under the Certificate of Designations (and, upon consummation of the Exchange, the New Certificate of Designations) through and including the Bank Maturity Date, subject, however, to the provisions of Section 3(e) hereof; (v) all Series F Stock Events of Default existing on the date hereof under Section 8(f) (v) and (vi) of the Certificate of Designation (and, upon consummation of the Exchange, the New Certificate of Designations) arising from the Credit Agreement Designated Defaults or the Subordinated Notes Designated Defaults (the “Waiver Period”"SERIES F STOCK DESIGNATED Defaults"); and (vi) enforcement of the Stockholders' rights under Section 11(c)(i) of the Certificate of Designations (and, upon consummation of the Exchange, the New Certificate of Designations) (the "BOARD ELECTION RIGHT") through and including the Bank Maturity Date, provided, that, notwithstanding anything to the contrary contained in subsection (iv) hereof, any failure to pay dividends with respect to the Preferred Stock at any time prior to the Bank Maturity Date shall be included in the calculation of a "Dividend Payment Default" for all purposes of the Existing Credit Agreement Board Election Right. Notwithstanding the foregoing, upon the occurrence of any other Event of Default or Series F Stock Event of Default (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and failure of the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation Company to comply with the terms provisions of Section 5.3 6 hereof) or at any time the Trustee, the Noteholders or the Stockholders, as applicable, may hereafter become aware of any other Event of Default or Series F Stock Event of Default (whether heretofore or hereafter arising), as applicable, the limited waiver set forth in Section 1(a) above shall be deemed null and void as of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, date hereof (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms provisions of Section 5.01(a1(a)(iii) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) above) and of no further force and effect (as if such limited waiver had never been given effect), without any necessity of demand or notice to the ACG Parties’ obligation Company or other Person, and the Trustee, the Noteholders and the Stockholders may thereafter in their sole and absolute discretion and notwithstanding any grace or cure periods or other provisions to comply the contrary in the Indenture or the Certificate of Designations, as applicable, take any enforcement action and exercise any or all of their other rights, remedies and privileges under the Indenture or the Certificate of Designations, as applicable, any other instrument or agreement referred to therein, under applicable law or otherwise, with respect to any Subordinated Note Designated Defaults, Series F Stock Event of Defaults or any other Event of Default. All references herein to the Preferred Stock, the Certificate of Designations, any Series F Stock Event of Default, and other defined terms relating to the Preferred Stock shall be deemed also to include the New Preferred Stock, the New Certificate of Designations, and events of default under the New Certificate of Designations, with the corresponding terms related hereto, and all defaults or events of Section 5.01(a) default that occurred under the Certificate of Designations shall be deemed to have also occurred under the Existing Credit Agreement, Section 3.2(a) New Certificate of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan DocumentsDesignations. (b) Except for Without limiting the generality of the provisions of Article IX of the Indenture, the limited waiver set forth abovein Section 1(a)(i), (ii) and (iii) above shall be limited precisely as written and shall relate solely to the non-compliance by the Company with the provisions of the Indenture and/or the Subordinated Notes (as applicable) specifically set forth in clauses (i), (ii) and (iii) of Section 1(a) hereof for the periods specifically referenced therein and nothing contained herein in this Agreement shall be deemed to to: (i) constitute or imply a waiver by the Trustee or the Noteholders with respect to the payment of interest on the Subordinated Notes, and compliance with Section 4.20 and 4.23 of the Indenture, in any rights or remedies which the Administrative Agent other instance or any Lender other term, provision or condition of the Indenture or the Subordinated Notes; or (ii) prejudice any right or remedy that the Trustee or any Noteholder may now have or may have in the future under or in connection with the Amended Credit AgreementIndenture, the Amended Servicing AgreementSubordinated Notes, any other Loan Document, instrument or agreement referred to therein or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge limited waiver set forth in Section 1(a)(iv) and agree (v) above shall be limited precisely as written and shall relate solely to the default by the Company under the provisions of the Preferred Stock specifically set forth in clauses (iv) and (v) of Section 1(a) hereof for the periods specifically referenced therein and nothing in this Agreement shall be deemed to: (i) constitute a waiver by the Stockholders with respect to the payment of dividends on the Preferred Stock, or the occurrence of any other Series F Stock Event of Default, in any other instance or any other terms, provision or condition of the Preferred Stock or the Certificate of Designations; or (ii) prejudice any right or remedy that unless the Required Lenders further amend Stockholders may now have or may have in the Amended Credit Agreementfuture under or in connection with the Preferred Stock, the Amended Servicing Agreement Certificate of Designations, any other instrument or agreement referred to therein or under applicable law. (d) The Noteholders reaffirm all of the terms of the Indenture, including, without limitation, Sections 10.03 and 10.08, the Lenders' (as defined in the Seventh Amendment and Limited Waiver) rights under Section 10.02(a) of the Indenture to block any payments of any kind or character with respect to any principal, interest, fee or other amounts payable with respect to the Subordinated Notes which may be exercised at any time or from time to time hereafter upon the Company's default in payment, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of the Loans (as defined in the Seventh Amendment and Limited Waiver), interest thereon, fees or other Obligations (as defined in the Seventh Amendment and Limited Waiver) payable under the Loan Documents (as defined in the Seventh Amendment and Limited Waiver) and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15Lenders' other rights, 2008remedies and privileges under Section 10 of the Indenture, an Event notwithstanding any action heretofore taken by the Lenders (including, without limitation, the issuance of Default and a Servicer Default will exist blockage notice under the Amended Credit Agreement and terms of the Amended Servicing Agreement as of February 15Indenture), 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, subject however to the extent any Servicer Defaults, Defaults or Events provisions of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as Section 9 of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending DefaultsSeventh Amendment and Limited Waiver.

Limited Waiver. The undersigned Lenders, constituting Requisite Lenders under the Credit Agreement, hereby waive the delivery of (a) The ACG Parties acknowledge that quarterly consolidated financial statements of the Pending Defaults will result from ACG Finance’s Company and ACG’s failure its Subsidiaries for the first Fiscal Quarter of Fiscal Year 2007 pursuant to subsection 6.1(ii) of the Credit Agreement within 45 days after the end of such Fiscal Quarter, and the certificates and documents required to be able delivered in connection therewith pursuant to comply with (isubsection 6.1(iv) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectivelyCredit Agreement, and (iib) annual consolidated financial statements of the requirement in Section 5.01(aCompany and its Subsidiaries for Fiscal Year 2006 pursuant to subsection 6.1(iii) of the Existing Credit Agreement within 90 days after the end of such Fiscal Year, and the certificates and documents, including auditor’s reports, required to be delivered in connection therewith pursuant to subsections 6.1(iv) and 6.1(vi) of the Credit Agreement; provided that Company shall deliver all such quarterly and annual consolidated financial statements referred to in this paragraph and the related certificates and other documents otherwise required to have been delivered pursuant to subsections 6.1(ii), 6.1(iii), 6.1(iv) and 6.1(vi) of the Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualificationas applicable, for the fiscal year ending March 31no later than June 30, 2007. Effective on (and subject to Without limiting the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes generality of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms provisions of Section 5.3 subsection 10.6 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth herein shall be limited precisely as written and relates solely to noncompliance by Company with the provisions of subsections 6.1(ii), 6.1(iii), 6.1(iv) and 6.1(vi) of the Credit Agreement with respect to the timing of delivery of financial statements for Fiscal Year 2006 and the first Fiscal Quarter of Fiscal Year 2007 in the manner and to the extent described above, and nothing contained herein in this Limited Waiver shall be deemed to (a) constitute or imply a waiver of compliance by Company with respect to (i) any rights such subsection of the Credit Agreement in any other instance or remedies which (ii) any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein or (b) prejudice any right or remedy that Administrative Agent or any Lender may now have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect (except to the Pending Defaults during extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Limited Waiver) or may have in the Waiver Period as long as no other Servicer Default, Default future under or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for connection with the duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or any other instrument or agreement referred to therein. Except as expressly set forth in this Limited Waiver, the Amended Servicing Agreement at the end terms, provisions and conditions of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents shall remain in full force and applicable law. The ACG Parties further acknowledge effect and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (in all other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent respects are hereby ratified and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaultsconfirmed.

Limited Waiver. Agent and Lenders hereby waive, as of the Amendment Effective Date (as defined below): (a) The ACG Parties acknowledge that the Pending Defaults will result all Events of Default arising solely from ACG Finance’s and ACGBorrower’s failure to be able to comply with its covenants to deliver to Agent and Lenders (i) within 45 days after the financial covenant contained in Section 5.3 end of the Existing Servicing Agreement for the fiscal quarters ending nearest September Fiscal Quarter ended March 30, 2007 2005 the quarterly financial information, certifications, management discussion and December 31analysis and all other documentation required to be delivered pursuant to Section 4.1(a) and clause (b) of Annex E of the Credit Agreement in respect of the Fiscal Quarter ended March 30, 20072005 (collectively, respectivelythe “First Quarter Financial Information”), and (ii) within 90 days after the requirement in Section 5.01(a) end of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and Fiscal Year ended December 31, 20072004 the annual Financial Statements, respectivelycertifications, statements, reports, letters and all other documentation required to be delivered pursuant to Section 4.1(a) and clause (iid) ACG’s obligation to comply with the terms of Section 5.3 Annex E of the Amended Servicing Credit Agreement as measured at in respect of the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and Fiscal Year ended December 31, 2007, 2004 (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreementcollectively, the Amended Servicing Agreement or “Year End Financial Information”); provided that Borrower shall be obligated to provide to Agent and Lenders the other Loan Documents.First Quarter Financial Information by no later than August 17, 2005 and the Year End Financial Information by no later than July 26, 2005 ; and (b) Except for any default or Event of Default arising solely from the limited waiver set forth abovefailure of Xxxxxx of New Jersey Realty Corp., nothing contained a New Jersey corporation (“Xxxxxx NJ Realty”) to comply with its covenants to deliver to Agent within 30 days of the Amendment Effective Date (as defined in the Ninth Amendment to Credit Agreement dated as of March 28, 2005 (the “Ninth Amendment”) among the parties hereto) the agreements, amendments, mortgages and other instruments and documents required to be delivered by Xxxxxx NJ Realty within 30 days of the Amendment Effective Date (as defined in the Ninth Amendment) pursuant to Section 12 of the Ninth Amendment, but only to the extent such default or Event of Default arises from the failure to deliver such agreements, amendments, mortgages and other instruments and documents within such 30-day time period (it also being acknowledged that Xxxxxx NJ Realty has delivered such agreements, amendments, mortgages and other instruments and documents prior to the date of this Amendment); Nothing herein shall be deemed to constitute or imply a waiver of any term or condition of any Loan Document or agreement, amendment, mortgage or other instrument or document delivered pursuant to Section 12 of the Ninth Amendment nor shall be deemed to prejudice any right or rights or remedies which the Administrative Agent or any Lender Lenders may now have or may have in the future under the Amended Credit Agreement, the Amended Servicing Agreement, or in connection with any other Loan Document, Document or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration any of the Waiver Period documents, amendments, instruments or agreements referred to herein and shall not obligate therein, as the Lenders or the Administrative Agent same may be amended from time to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Partytime. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. (a) The ACG Parties acknowledge that Borrower Agent has advised Administrative Agent and Lenders of a delay in the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with timely delivery of (i) the financial covenant contained in Section 5.3 Borrowing Base Certificate, the Schedule of Receivables, the Schedule of Petroleum Inventory and other related detail and documentation as required pursuant to Sections 8.1(a) and 8.1(b) of the Existing Servicing Credit Agreement for the fiscal quarters Fiscal Month ending nearest September 30, 2007 and December on or about July 31, 20072011, respectively, and (ii) the requirement in reports and other information regarding Lender Hedge Agreements, cash, Cash Equivalents and Liquidity as required pursuant to Section 5.01(a8.1(d) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year Fiscal Month ending March on or about July 31, 2007. Effective on (2011, and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation Compliance Certificate required pursuant to comply with the terms of Section 5.01(a8.3(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year Fiscal Quarter ending nearest March 31on or about June 30, 20072011, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) which delay has resulted in a violation of the Existing Credit Agreement, Section 3.2(a) forgoing provisions of the Existing Servicing Credit Agreement and Section 5.1(j)(i) of (the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents“Specified Violations”). (b) Except for Subject to the limited waiver satisfaction of each of the conditions set forth in Section 3 of this Amendment, the Majority Lenders hereby waive the Specified Violations and any breach or Default resulting solely from the Specified Violations; provided that, the Borrowing Base Certificate, Schedule of Receivables, Schedule of Petroleum Inventory, the Compliance Certificate and the reports required pursuant to Section 8.1(d) of the Credit Agreement, in each case, with respect to the Fiscal Month ending on or about July 31, 2011, are delivered to the Administrative Agent on or before August 30, 2011. By its signature below, each Borrower agrees that, except as expressly provided above, nothing contained herein shall be deemed to constitute or imply construed as a continuing waiver of any rights provision of the Credit Agreement or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and . Nothing contained herein shall obligate the Lenders may not exercise their rights and remedies to grant any additional waiver with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default Section 8.1 or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration Section 8.3 of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of any other provision of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG Credit Agreement or any other ACG PartyLoan Document. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.

Limited Waiver. The undersigned Lenders, constituting Required Lenders under the Credit Agreement, hereby waive (aA) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s failure to be able to comply compliance with (i) the financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 5.01(a5.04(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by the opinion of its certified public accountants not subject with respect to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and about December 31, 20072000 until August 15, respectively2001, on which date such waiver will expire without any further action; (iiB) ACG’s obligation the failure to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured deliver at the end of any fiscal quarter other than time required the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of financial statements required under Section 5.01(a5.04(b) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during fiscal quarter ending on or about March 31, 2001; (C) the Waiver Period as long as no other Servicer Defaultfailure to deliver at the time required the financial statements required under Section 5.04(c) of the Credit Agreement with respect to the fiscal months ending on or about January 31, Default 2001, February 28, 2001, April 30, 2001 and May 31, 2001; (D) the failure to deliver the certificates required under Section 5.04(d) of the Credit Agreement with respect to the fiscal quarter ended on or Event of Default occurs about March 31, 2001; and with respect to the fiscal months ending on or exists. The limited about January 31, 2001, February 28, 2001, April 30, 2001 and May 31, 2001 until August 15, 2001, on which date such waiver will expire without any further action, provided that Borrower need not provide the information set forth herein shall be in subsection (ii) of Section 5.04(d) in the certificates delivered for such periods; and (E) compliance with Section 6.01 from April 1, 2001 through and including the date on which this Amendment and Waiver becomes effective pursuant to paragraph 22 hereof, but only in this specific instance for to the duration extent noncompliance with such section is as a result of the Waiver Period and shall not obligate FS Convertible Senior Subordinated Debt incurred in April 2001. Further, the Lenders or the Administrative Agent to waive any other Servicer Defaultundersigned Lenders, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the constituting Required Lenders further amend under the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent waive any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the Existing financial covenants set forth in the Credit Agreement during the period from and including December 29, 2000 through and including the date on which this Amendment and Waiver becomes effective pursuant to paragraph 22 hereof. Without limiting the generality of the provisions of Sections 5.04(a), 5.04(b), 5.04(c), 5.04(d) and 6.01 of and the financial covenants set forth in the Credit Agreement, pursuant to which this waiver is made, the waiver set forth herein shall be limited precisely as written and relates solely to the noncompliance by the Borrower with the provisions of Sections 5.04(a), 5.04(b), 5.04(c), 5.04(d) and 6.01 of and the financial covenants set forth in the Credit Agreement in the manner and to the extent described in this paragraph, and nothing in this paragraph shall be deemed to (a) constitute a waiver of compliance by Borrower with respect to (i) Sections 5.04(a), 5.04(b), 5.04(c), 5.04(d) and 6.01 of and the financial covenants set forth in the Credit Agreement in any other instance or (ii) any other term, provision or condition of the Credit Agreement or any other instrument or agreement referred to therein or (b) prejudice any right or remedy that the Existing Servicing Syndication Agent, the Collateral Agent or any Lender may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Limited Waiver) or may have in the future under or in connection with the Credit Agreement or any other than the Pending Defaultsinstrument or agreement referred to therein.

Limited Waiver. Borrower has informed the Lender that certain Defaults have occurred under the Agreement solely by reason of the following (hereinafter collectively referred to as the "EXISTING SPECIFIED DEFAULTS"): (a) The ACG Parties acknowledge that the Pending Defaults will result from ACG Finance’s and ACG’s Borrower's failure to be able to comply with (i) the Tangible Net Worth financial covenant contained described in Section 5.3 9.5 of the Existing Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and as of December 31, 20072001, respectivelyJanuary 31, 2002, and February 28, 2002; (iib) Borrower's failure to comply with the requirement Debt Ratio financial covenant described in Section 5.01(a) 9.6 of the Existing Credit AgreementAgreement as of December 31, 2001, January 31, 2002, and February 28, 2002; (c) Borrower's failure to comply with the Current Ratio financial covenant described in Section 3.2(a) 9.7 of the Existing Servicing Agreement as of December 31, 2001, January 31, 2002, and February 28, 2002; (d) Borrower's failure to comply with the Funded Debt-to-Earnings Ratio financial covenant described in Section 5.1(j)(i) 9.8 of the Agreement as of December 31, 2001, January 31, 2002, and February 28, 2002; (e) Borrower's failure to comply with the Net Interest Expense Ratio financial covenant described in Section 9.9 of the Agreement as of December 31, 2001, January 31, 2002, and February 28, 2002; (f) Borrower's failure to comply with the Capitalized Software Cost Limit financial covenant described in Section 10.13 of the Agreement as of December 31, 2001, January 31, 2002, and February 28, 2002; and (g) Borrower's failure to comply with the Consecutive Losses financial covenant described in Section 10.14 of the Agreement as of December 31, 2001, January 31, 2002, and February 28, 2002. By execution of this Amendment, the Lender hereby waives the Existing Contribution Agreement that ACG’s annual financial statements be accompanied by Specified Defaults through the opinion of its certified public accountants not subject to a going concern qualification, for the fiscal year reporting period ending March 31, 20072002. Effective on (and subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults Except as otherwise specifically provided for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver Period”) for all purposes of the Existing Credit Agreement (including, without limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended Servicing Agreement or the other Loan Documents. (b) Except for the limited waiver set forth abovethis Article III, nothing contained herein shall be deemed to constitute or imply construed as a waiver by the Lender of any rights covenant or remedies which the Administrative Agent or any Lender may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan Document, or under applicable law; it being understood that the Administrative Agent and the Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists. The limited waiver set forth herein shall be effective only in this specific instance for the duration provision of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any other ACG Party. (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the Administrative Agent and the Lenders may pursue all rights and remedies available to them under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults, Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and remedies available to them in respect thereof under the Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents, this Amendment, or of any other contract or instrument among Borrower, any Guarantor, and applicable lawthe Lender, and the failure of the Lender at any time or times hereafter to require strict compliance by Borrower of any provision thereof shall not waive, affect or diminish any right of the Lender to thereafter demand strict compliance therewith. The Administrative Agent Lender hereby acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default reserves all rights granted under the Existing Credit Agreement Agreement, the other Loan Documents, this Amendment and any other contract or instrument among Borrower, any Guarantor, and the Existing Servicing Agreement other than the Pending DefaultsLender.