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.

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 (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(a7(a) of the Existing Credit Agreement, Section 3.2(a) Letter 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 as a result of balancing or affect (i) ACG’s obligation make-up obligations owed to comply with the terms third parties due to downward adjustments in estimates of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectivelycrude oil inventory owned by such third parties, (ii) ACG’s obligation to comply with the terms of Section 5.3 8(n) of the Amended Servicing Letter of Credit Agreement resulting from Link OLP's breaches of the Crude Oil Purchase Agreement and Receivables Purchase Agreement as measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007set forth in Section 1(b) hereto, (iii) the ACG Parties’ obligation to comply with the terms of Section 5.01(a8(h) of the Existing Letter of Credit Agreement resulting from the occurrence of "Events of Default" (under and as defined in the Lehman Credit Agreement, ) and (iv) Section 3.2(a8(c) of the Existing Servicing Agreement 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 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 as defined in the Amended Letter of Credit Agreement, the Amended Servicing Crude Oil Purchase Agreement or the other 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 DocumentsWaiver.

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)(iresulting from the occurrence of any "defaxxx" xr "event of default" under any Credit Document resulting from any Event of Default or Event of Seller Default (x) of under the Existing Contribution Lehman Credit 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 Credit Letter of Cxxxxx Agreement, the Amended Servicing Crude Oil Purchase Agreement or the other Receivables Purchase Agreement waived pursuant to Section 1 of the Loan DocumentsWaiver.

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.

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 Purchase Agreements waived pursuant to Section 1 of the other Loan DocumentsStandard Chartered Waiver.