Common use of Limited Waiver Clause in Contracts

Limited Waiver. (a) The Loan Parties acknowledge that the Pending Defaults will result from the Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 8.11 of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, 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, 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement or the other Loan Documents.

Limited Waiver. (a) The Loan 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 (A) the Borrower’s failure 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 8.11 of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 7.01(a7(a) of the Existing Credit Agreement that the Borrower’s annual financial statements be accompanied by the opinion Letter 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit 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) the Borrower’s obligation to comply with the terms of Section 8.11 8(n) of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a8(h) of the Amended Letter of Credit Agreement for resulting from the fiscal year ending nearest March 31, 2007, occurrence of "Events of Default" (under and as defined in the Lehman Credit Agreement) and (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a8(c) of the Amended Letter of Crxxxx Xgreement resulting from the occurrence of any "default" or "event of default" under any Credit Agreement for Document resulting from any fiscal year other than the one ending nearest March 31, 2007, "Event of Default" or "Event of Seller Default" (ivx) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained under and as defined in the Amended Letter of Credit Agreement, the 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 Loan ACG Parties acknowledge that the Pending Defaults will result from the BorrowerACG Finance’s and ACG’s failure to be able to comply with (i) the financial covenant contained in Section 8.11 5.3 of the Existing Credit Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 7.01(a5.01(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 the BorrowerACG’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 5.02(b4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) the BorrowerACG’s obligation to comply with the terms of Section 8.11 5.3 of the Amended Credit Servicing Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) the BorrowerACG’s obligation to comply with the terms of Section 8.11 5.3 of the Amended Credit 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 Borrower’s ACG Parties’ obligation to comply with the terms of Section 7.01(a5.01(a) of the Amended 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 Borrower’s ACG Parties’ obligation to comply with the terms of Section 7.01(a5.01(a) of the Amended 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 Loan 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 Loan Parties acknowledge Borrower acknowledges that the Pending Defaults will result from (i) the Borrower’s failure of the Credit Parties to be able to comply with (i) the financial covenant covenants contained in Section 8.11 of the Existing Credit 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 7.01(a) failure of the Existing Credit Agreement that Parties to comply with Section 7.1(f)'s requirement for timely delivery of the Borrower’s annual financial statements be accompanied by the opinion auditor's certificate identifying any Defaults or Events 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 Fifth 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 "), subject to the Existing Credit Agreement (including, without limitation, Section 5.02(b) thereof)terms and conditions set forth herein. This limited waiver shall not modify or affect (i) the Borrower’s 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 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively7.11(c), (iid), or (e) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit 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 Borrower’s obligation Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(a)'s requirement for the terms timely delivery of Section 7.01(a) financial statements accompanied by an audit opinion unqualified as to the status of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007Consolidated Parties as a going concern, (iv) the Borrower’s obligation Credit Parties' obligations at the end of the Waiver Period to comply with Section 7.1(f)'s requirement for the terms of Section 7.01(a) timely delivery of the Amended Credit Agreement for auditor's certificate identifying any fiscal year other than the one ending nearest March 31Defaults or Events of Default, 2007, or and (ivv) the Loan Credit Parties’ ' obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement and the other Credit Documents. Except for the limited waiver set forth above, nothing contained herein shall be deemed to constitute a waiver of any rights or remedies the Agent, the Trustee, or any Bank may have under the Credit Agreement or any other Credit Document or under applicable law; it being understood that the Agent, the Trustee, and the Banks may not exercise their rights and remedies with respect to the Pending Defaults during the Waiver Period as long as no other 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 Banks to waive any other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver, and the Agent and the Banks shall have no obligation to extend the waiver or otherwise amend the Credit Agreement at the end of the Waiver Period. The Credit Parties acknowledge and agree that unless the Required Banks further amend the Credit Agreement or otherwise agree in writing to continue this waiver beyond June 10, 2003, an Event of Default will exist under the Credit Agreement at the expiration of the Waiver Period, and thereafter the Agent, the Trustee, and the Banks may pursue all rights and remedies available to them under the Credit Agreement, the other Loan DocumentsCredit Documents and applicable law. The Credit Parties further acknowledge and agree that, to the extent that any Defaults or Events of Defaults other than the Pending Defaults now exist or hereafter arise during the Waiver Period, the Agent, the Trustee and the Banks may immediately pursue all rights and remedies available to them in respect thereof under the Credit Agreement, the other Credit Documents and applicable law.

Limited Waiver. The undersigned Lenders, constituting Requisite Lenders under the Credit Agreement, hereby waive the delivery of (a) The Loan Parties acknowledge that quarterly consolidated financial statements of the Pending Defaults will result from Company and its Subsidiaries for the Borrower’s failure 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 subsection 6.1(iv) of the Credit Agreement, and (b) annual consolidated financial statements of the Company and its Subsidiaries for Fiscal Year 2006 pursuant to subsection 6.1(iii) of the 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, as applicable, no later than June 30, 2007. Without limiting the generality of the provisions of subsection 10.6 of the Credit Agreement, the 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 in this Limited Waiver shall be deemed to (a) constitute a waiver of compliance by Company with respect to (i) the financial covenant contained in Section 8.11 any such subsection of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and in any other instance or (ii) the requirement in Section 7.01(a) any other term, provision or condition 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, 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended 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 (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 instrument or agreement referred to therein. Except as expressly set forth in this Limited Waiver, the terms, provisions and conditions of the Credit Agreement and the other Loan DocumentsDocuments shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

Limited Waiver. (a) The Loan Parties acknowledge that the Pending Defaults will result from the Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 8.11 Effective as of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, 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, 2007. Effective on (and subject to the occurrence of) the Fifth 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 Credit Agreement Term Loan Agreement, (including, without limitation, Section 5.02(b) thereof). This limited waiver shall not modify or affect (iB) the Borrower’s obligation 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 Parties' failure to comply with the terms of Section 8.11 10(a) of the Amended Credit 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) the Borrower’s obligation to comply with the terms of Section 8.11 11(n) of the Amended Credit 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 Borrower’s obligation to comply with the terms of Section 7.01(a11(h) of the Amended Term Loan Agreement resulting from the occurrence of "Events of Default" (under and as defined in the Letter of Credit Agreement for Agreement) waived by Section 1 of the fiscal year ending nearest March 31, 2007, Standard Chartered Waiver and (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a11(c) of the Amended Term Loan Agreement 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 the Term Loan Agreement for any fiscal year other than the one ending nearest March 31, 2007, waived hereby or (ivy) under the Loan Parties’ obligation Letter of Credit Agreement, the Purchase Agreements waived pursuant to comply fully with any other duty, term, condition, obligation or covenant contained in Section 1 of the Amended Credit Agreement or the other Loan DocumentsStandard Chartered Waiver.

Limited Waiver. (a) The Loan Parties acknowledge that (a) the Pending Existing Defaults will result from the Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 8.11 of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 2007, and December 31, 2007, respectively, 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, 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 Fifth 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 2007, and December 31, 2007, respectively, (ii) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement or the other Loan Documents.

Limited Waiver. (a) A. The Loan Parties acknowledge that failure by the Pending Defaults will result from the Borrower’s failure to be able Borrower to comply with (i) the financial covenant contained ratios set forth in Section 8.11 9.01(b) of the Existing 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 7.01(a6 of the Ninth Amendment, (iii) the requirement set forth in Section 8.01(a) of the Existing Credit Agreement that the Borrower’s annual 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 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 20072015, respectively, (ii) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007not contain a “going concern” or like qualification, (iv) the covenants set forth in Section 8.16 of the Credit Agreement as a result of the Borrower’s obligation 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 7.01(a3(A) of the Amended Credit Agreement for 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 fiscal year other than 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 one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement or the any other Loan DocumentsDocument 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(A) of this Waiver and Amendment (if any), the foregoing waivers shall automatically expire at 5:00 p.m. eastern time on the Business Day any such mandatory payment becomes due but remains unpaid, and an Event of Default shall be deemed to have occurred as of September 30, 2015, and shall then continue and any and all remedies may be exercised unless or 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.

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 Loan Parties acknowledge that the Pending Defaults will result from the Borrower’s failure Senior Debt of DXP and 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 8.11 of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 7.01(a9.3(C) of the Existing Credit Agreement that the Borrower’s annual financial statements be accompanied by the opinion Loan Agreement; and (iv) DXP and its Subsidiaries failed to maintain as 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured at the end of any the fiscal quarter other 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 ones ending nearest September 30, 2007 and December 31, 2007, (iii) the Borrower’s obligation to comply with the terms of relevant ratio set forth in Section 7.01(a9.3(D) of the Amended Credit Agreement for Loan Agreement. Subject to the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) satisfaction of the Amended Credit Agreement for any fiscal year conditions precedent set forth in Section 4.01 of this Amendment and to the other than terms, conditions and provisions of this Amendment, Lender hereby waives each of the one ending nearest March 31, 2007, or (iv) above-described violations of the above-described Sections of the Loan Parties’ obligation Agreement; provided, however, that the waiver described in this Section 3.01 of this Amendment is strictly limited to comply fully with the Sections of the Loan Agreement described above and to the specific occurrences described above. Except as otherwise specifically provided for in this Amendment, nothing contained herein shall be construed as a waiver by Lender of any covenant or provision of the Loan Agreement, the Other Agreements, this Amendment or of any other dutycontract or instrument between Borrower and Lender, termand the failure of Lender at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, conditionaffect or diminish any right of Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Loan Agreement, obligation the Other Agreements, this Amendment and any other contract or covenant contained in the Amended Credit Agreement or the other Loan Documentsinstrument between Borrower and Lender.

Limited Waiver. The undersigned Lenders, constituting Required Lenders under the Credit Agreement, hereby waive (aA) The Loan Parties acknowledge that the Pending Defaults will result from the Borrower’s failure to be able to comply compliance with (i) the financial covenant contained in Section 8.11 of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 7.01(a5.04(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 with respect to a going concern qualification, for the fiscal year ending on or about December 31, 2000 until August 15, 2001, on which date such waiver will expire without any further action; (B) the failure to deliver at the time required the financial statements required under Section 5.04(b) of the Credit Agreement with respect to the fiscal quarter ending on or about March 31, 2007. Effective on 2001; (and subject C) the failure to deliver at the time required the financial statements required under Section 5.04(c) of the Credit Agreement with respect to the occurrence offiscal months ending on or about January 31, 2001, February 28, 2001, April 30, 2001 and May 31, 2001; (D) the Fifth failure to deliver the certificates required under Section 5.04(d) of the Credit Agreement with respect to the fiscal quarter ended on or about March 31, 2001; and with respect to the fiscal months ending on or 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 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 Effective Dateand Waiver becomes effective pursuant to paragraph 22 hereof, but only to the extent noncompliance with such section is as a result of the FS Convertible Senior Subordinated Debt incurred in April 2001. Further, the undersigned Lenders, constituting Required Lenders hereby under the Credit Agreement, waive any Defaults or Events of Default under the Pending Defaults for financial covenants set forth in the Credit Agreement during the period from September 30and including December 29, 2007 2000 through and including February 15, 2008 (the “date on which this Amendment and Waiver Period”) for all purposes becomes effective pursuant to paragraph 22 hereof. Without limiting the generality of the Existing 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 (including, without limitation, Section 5.02(ba) thereof). This limited constitute a waiver shall not modify or affect 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 Borrower’s obligation to comply with financial covenants set forth in the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, in any other instance or (ii) the Borrower’s obligation to comply with the terms of Section 8.11 any other term, provision or condition of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement or any other instrument or agreement referred to therein or (b) prejudice any right or remedy that the 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 Loan Documentsinstrument or agreement referred to therein.

Limited Waiver. (a) The Loan ACG Parties acknowledge that (A) the Pending Existing Defaults will result from the Borrower’s ACG Parties’ failure to be able to comply with (i) the financial covenant contained in Section 8.11 5.3 of the Existing Credit Servicing Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section 7.01(a5.01(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 the BorrowerACG’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 Fifth 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 5.02(b4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This limited waiver shall not modify or affect (i) the BorrowerACG’s obligation to comply with the terms of Section 8.11 5.3 of the Amended Credit 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) the BorrowerACG’s obligation to comply with the terms of Section 8.11 5.3 of the Amended Credit 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 Borrower’s ACG Parties’ obligation to comply with the terms of Section 7.01(a5.01(a) of the Amended 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 Borrower’s ACG Parties’ obligation to comply with the terms of Section 7.01(a5.01(a) of the Amended 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 Loan ACG Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Existing Credit Agreement or the other Loan Documents.

Limited Waiver. (a) The Loan Parties acknowledge that (A) the Pending Existing Defaults will result from the Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 8.11 of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 2007, and December 31, 2007, respectively, (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, 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, 20072008. Effective on (and subject to the occurrence of) the Fifth 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and 2007, December 31, 2007, and March 31, 2008, respectively, (ii) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year years ending nearest March 31, 20072007 and March 31, 2008, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any fiscal year years other than the one ones ending nearest March 31, 20072007 and March 31, 2008, (v) the Borrower’s obligation to comply with the terms of Section 2.06(b) of the Existing Credit Agreement, or (ivvi) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit 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.

Limited Waiver. (a) The Upon the satisfaction of the conditions precedent set forth in Section III.5 hereof, and in reliance upon the representations and warranties of the Loan Parties acknowledge set forth in the Credit Agreement and in this Second Amendment, the Lenders hereby waive any Defaults and/or Events of Default that the Pending Defaults will may have occurred, is occurring or hereafter occur solely as a result from of the Borrower’s failure to be able deliver the unaudited Consolidated financial statements for the Fiscal Quarters ended March 31, 2016 and June 30, 2016 pursuant to comply Section 6.1(a) of the Credit Agreement by no later than 45 days after the end of such Fiscal Quarter, together with the corresponding Compliance Certificate pursuant to Section 6.1(c) of the Credit Agreement and the related information pursuant to Section 6.1(f) of the Credit Agreement (such Defaults and/or Event of Default referred to in this Section II, collectively, the “Specified Defaults”). The waiver contained in this Section II is limited as specified herein and (i) the financial covenant contained in Section 8.11 of the Existing Credit Agreement shall only be relied upon and used for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, 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, 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 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectivelyspecific purpose set forth herein, (ii) the Borrower’s obligation shall not constitute nor be deemed to comply with the terms constitute a waiver of Section 8.11 (x) any other Default or Event of Default or (y) any other term or condition of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any fiscal year other than the one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation to comply fully with any other duty, term, condition, obligation or covenant contained in the Amended Credit Agreement or the other Loan Documents, (iii) shall not constitute nor be deemed to constitute a consent by either Administrative Agent or the Lenders to anything other than the specific purpose set forth herein and (iv) shall not constitute a custom or course of dealing among the parties hereto. The Borrower hereby acknowledges and agrees that, notwithstanding anything contained in the Credit Agreement or any of the other Loan Documents to the contrary, the failure by the Borrower to deliver (x) the unaudited Consolidated financial statements for the Fiscal Quarter ended March 31, 2016 and (y) the unaudited Consolidated financial statements for the Fiscal Quarter ended June 30, 2016, in each case, pursuant to Section 6.1(a) of the Credit Agreement, as amended by this Second Amendment (the “Amended Credit Agreement”), together, in each case, with the corresponding Compliance Certificates pursuant to Section 6.1(c) of the Amended Credit Agreement and the related information pursuant to Section 6.1(f) of the Amended Credit Agreement on or before the respective deadlines set forth in clause (B) of the further proviso in Section 6.1(a) of the Amended Credit Agreement, shall constitute (in each case) an immediate Event of Default under the Credit Agreement without the need for any further notice by either Administrative Agent or the expiration of any additional grace periods.

Limited Waiver. (a) The Loan Parties acknowledge that the Pending Defaults will result from the Borrower’s failure to be able to comply with (i) the financial covenant contained in Section 8.11 Effective as of the Existing Credit Agreement for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, 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, 2007. Effective on (and subject to the occurrence of) the Fifth 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 5.02(b) thereof). This limited waiver shall not modify or affect (iB) the Borrower’s obligation Borrowers having permitted (x) thx xxxxo of Consolidated EBIDA to comply with Consolidated Total Interest Expense for the terms 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 8.11 10(q) of the Amended Lehman Credit Agreement, and (C) the Credit Parties' failure to xxxxxy with Section 10(a) of the Lehman Credit Agreement as measured for the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectivelya 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) the Borrower’s obligation to comply with the terms of Section 8.11 11(n) of the Amended 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 Borrower’s obligation to comply with the terms of Section 7.01(a11(h) of the Amended Lehman Credit Agreement for resulting from the fiscal year ending nearest March 31, 2007, occurrence of "Events ox Xxxxult" (under and as defined in the Letter of Credit Agreement) waived by Section 1 of the Loan Waiver and (iv) the Borrower’s obligation to comply with the terms of Section 7.01(a11(c) of the Amended Lehman Credit Agreement for resulting from the occurrence of any fiscal year other than "defaxxx" xr "event of default" under any Credit Document resulting from any Event of Default or Event of Seller Default (x) under the one ending nearest March 31, 2007, Lehman Credit Agreement waived hereby or (ivy) under the Loan Parties’ obligation to comply fully with any other dutyLetter of Cxxxxx Agreement, term, condition, obligation or covenant contained in the Amended Credit Crude Oil Purchase Agreement or the other Receivables Purchase Agreement waived pursuant to Section 1 of the Loan DocumentsWaiver.