Common use of COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST Clause in Contracts

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided therein. Company hereby consents to Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Documents or of any portion thereof or interest therein, including, without limitation, Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event Purchaser assigns or otherwise transfers all or any part of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by Purchaser, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by Company and Purchaser in accordance with Section 9.1(d) hereof. Company may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Company's rights, title, interests, remedies, powers and duties hereunder or thereunder. Company hereby consents to Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event Purchaser assigns or otherwise transfers all or any part of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) Except as provided in Section 3.5, Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; providedPROVIDED, howeverHOWEVER, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement or the Note or any other Loan Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Holders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; PROVIDED, HOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by each holder of a Note affected thereby do any of the following: (i) subject such holder to any additional obligations, (ii) reduce the principal of, or interest on, the Note or other amounts payable hereunder or release or discharge Company from its obligations to make such payments, (iii) postpone any date fixed for any payment of principal of, or interest on, the Note or other amounts payable hereunder, (iv) change the aggregate unpaid principal amount of the Note, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder, or (v) amend this Section 9.1(d).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided thereinby an agreement in writing signed by Borrowers, Agent and Required Lenders. Company Borrowers may not sell, assign or transfer any of the Loan Documents or any portion thereof, including without limitation, Borrowers' rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrowers hereby consents consent to PurchaserAgent's and any Lender's sale of participationsparticipation, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, PurchaserAgent's and any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not; Borrowers agree that it will use commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participation in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lenders and such Lender's respective commitments. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell participation or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, without the prior written consent of Agent, which shall not be unreasonably withheld. (b) In the event Purchaser assigns or otherwise transfers all or respect to any part assignment by a Lender of the Noteits rights and obligations under this Agreement (including, Company shallwithout limitation, upon the request of Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its Revolving Loan Commitments and of the Revolving Credit Loans owed to it and the Revolving Credit Note(s) held by it) (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations, (ii) except in the case of an assignment of all of a Lender's rights and obligations under the Note held by Purchaser and this Agreement; provided, however(A) the aggregate amount of the Revolving Loan Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000), that acceptance and in integral multiples of One Million Dollars ($1,000,000) thereafter, or such lesser amount as to which the Borrowers and the Agent may consent to and (B) after giving effect to each such assignment, the aggregate amount of the Revolving Loan Commitments of the assigning Lender shall in no event be less than Five Million Dollars ($5,000,000), (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance Agreement in a form acceptable to the Agent (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment and a processing and recordation fee payable to Agent of $2,500, and (iv) any Lender may without the consent of Borrowers or the Agent, and without paying any fee, assign to any Affiliate of such assignment by any assignee shall constitute the agreement Lender that is a bank or financial institution all of its rights and obligations under this Agreement. Upon such assignee to be bound by the terms of this Agreement applicable to Purchaser. From execution, delivery, acceptance and recording, from and after the effective date of specified in such an assignment, Assignment and Acceptance (x) the assignees assignee thereunder shallshall be a party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignmentAssignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment Assignment and acceptance Acceptance covering all or of the remaining portion of an assignorassigning Lender's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). If, pursuant to this Section 13.3, any interest in this Agreement or any Revolving Credit Loan, Letter of Credit or LC Guaranty is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such transferee (other than any participant), and may cause any participant, concurrently with the effectiveness of such transfer, (a) to represent to the transferor Lender (for the benefit of the transferor Lender, the Agent, and Borrowers) that under applicable law and treaties no Taxes will be required to be withheld by Agent, Borrowers or the transferor Lender with respect to any payments to be made to such transferee in respect of the Revolving Credit Loans, Letters of Credit or LC Guaranties, (b) to furnish to the transferor Lender, Agent and Borrowers either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such transfer claims entitlement to complete exemption form U.S. federal withholding tax on all interest payments hereunder), and (c) to agree (for the benefit of the transferor Lender, Agent and Borrowers) to provide the transferor Lender, Agent and Borrowers a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (c) In the event any Lender assigns or otherwise transfers all or any part of its Revolving Credit Note, any such Lender shall so notify Borrowers and Borrowers shall record the assignment pursuant to Section 9.1(N) hereof, and shall, upon the request of such Lender, issue new Revolving Credit Notes in exchange for the old Revolving Credit Notes. (d) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however: (a) that no amendment, waiver or consent shall, unless in writing and signed by each Lender do any of the following: (i) increase the Maximum Revolving Credit Loan to be made hereunder or subject any Lender to any additional obligations, (ii) reduce the principal of, or rate of interest on, the Notes or other amount payable hereunder other than those payable only to Bank One in its capacity as Agent which may be reduced by Bank One unilaterally, (iii) postpone any date fixed for any payment of principal of, or interest on, the Notes or other amounts payable hereunder, other than those payable only to Bank One in its capacity as Agent which may be postponed by Bank One unilaterally, (iv) change the aggregate unpaid principal amount of the Notes, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder, (v) release or discharge any Person liable for the performance of any obligations of Borrowers hereunder or under any of the Loan Documents, (vi) increase the advance rates contained in the definition of the Borrowing Base, (vii) to the extent Agent's or Lenders' consent is required by the terms hereof, release all or substantially all of the Collateral, (viii) amend this Section 13.3; (b) that no amendment, waiver or consent shall be effective unless in writing and signed by Agent and either Required Lenders or all Lenders, as required by the terms hereof.

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to The Transaction Documents and the provisions of Section 7.2, the Transaction Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by Company and Purchaser in accordance with Section 10.1(d) hereof. Company may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Company's rights, title, interests, remedies, powers and duties hereunder or thereunder. Company hereby consents to Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event Purchaser assigns or otherwise transfers all or any part of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; providedPROVIDED, howeverHOWEVER, that (i) such sale, assignment, transfer or negotiation does not violate any applicable provision of applicable securities laws and (ii) acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement or the Note or any other Loan Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Holders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.; PROVIDED, HOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by each holder of a Note affected thereby do any of the following: (i) subject such holder to any additional obligations, (ii) reduce the principal of, or interest on, the Note or other amounts payable hereunder or release or discharge Company from its obligations to make such payments,

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by Company and Purchaser in accordance with Section 9.1(d) hereof. Company may not sell, assign or transfer any of the Loan Documents or any portion thereof, including Company's rights, title, interests, remedies, powers and duties hereunder or thereunder. Company hereby consents to Purchaser's sale of participations, assignment, transfer or other disposition, at any time or timestimes to any Affiliate of Purchaser, or if an Event of Default shall occur to any other Person, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, including Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event Purchaser assigns or otherwise transfers all or any part of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) In addition to the provisions of the first paragraph of this Section 9.1, if an Event of Default shall have occurred and be continuing, Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, -------- however, that acceptance of such assignment by any assignee shall constitute ------- the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement or the Note or any other Loan Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Holders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, -------- ------- unless in writing and signed by each holder of a Note affected thereby do any of the following: (i) subject such holder to any additional obligations, (ii) reduce the principal of, or interest on, the Note or other amounts payable hereunder or release or discharge Company from its obligations to make such payments, (iii) postpone any date fixed for any payment of principal of, or interest on, the Note or other amounts payable hereunder, (iv) change the aggregate unpaid principal amount of the Note, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder, (v) modify the terms of Section 7, or (vi) amend this Section 9.1(d).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supercede any previous agreement or understanding between them relating hereto or thereto and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by the Credit Parties and the Purchasers in accordance with Section 11.1(d) hereof. Company The Credit Parties may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, their rights, title, interests, remedies, powers and duties hereunder or thereunder. The Credit Parties hereby consents consent to any Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, such Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event any Purchaser assigns or otherwise transfers all or any part of any of the NoteNotes, Company Greka AM shall, upon the request of such Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) Any Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to such Purchaser all or a portion of its rights and obligations under the Note Notes held by such Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to such Purchaser; provided further, however, the Purchasers may not assign any interest in the Notes to any Person who is in the oil and gas business without Greka AM's prior consent, not to be unreasonably withheld, except that such consent shall not be required if an Event of Default has occurred and is continuing. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement Agreement, any Note or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Holders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each holder of a Note affected thereby do any of the following: (i) subject such holder to any additional obligations, (ii) reduce the principal of, or interest on, any Note or other amounts payable hereunder or release or discharge any Credit Party from its obligations to make such payments, (iii) postpone any date fixed for any payment of principal of, or interest on, any Note or other amounts payable hereunder, (iv) change the aggregate unpaid principal amount of any Note, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder, or (v) amend this Section 11.1(d).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided thereinin accordance with Section 11.1(e) below. (b) Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Company Borrower hereby consents to PurchaserAgent's and any Lender's sale of participations, assignment, transfer or other dispositiondisposition (each, a "Sale"), at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest thereintherein to any bank or other financial institution, including, without limitation, PurchaserAgent's and any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not; PROVIDED, HOWEVER, that unless an Event of Default has occurred and is continuing, no Lender shall (without the written consent of Borrower and Agent) (i) effect any Sale of any Term Loan (A) if such Sale would result in any increased tax withholding obligation (or, in the case of a Sale by any Lender other than GE Capital, if such Sale would result in any additional payment being required to be made by Borrower pursuant to Section 2.15 hereof) and (B) unless GE Capital or any of its Affiliates would after giving effect to such Sale retain more than 50% of the aggregate principal amount of the Notes or (ii) effect a Sale of participations to one or more banks or other financial institutions ("Participants") in or to any of the Notes or any portion thereof or interest therein, PROVIDED that any Lender may effect a Sale of such participations so long as (w) such Lender does not sell (A) participations in an aggregate of 50% or more of the aggregate principal amount of such Lender's Notes or (B) individual participations of less than $5,000,000, (x) such Lender shall remain solely responsible for all of its obligations under this Agreement and the Loan Documents, (y) Borrower, Agent and each other Lender shall continue to be entitled to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (z) no Participant shall be entitled to require such Lender to take or omit to take any action hereunder; and PROVIDED FURTHER, HOWEVER, that, in the event any Lender shall determine to effect a Sale of any portion of any Term Note other than to an Affiliate of such Lender, such Lender shall (except as otherwise agreed by Borrower) use reasonable good faith efforts to sell such participations and assignments to institutions reasonably acceptable to Borrower on terms acceptable to such Lender in such Lender's sole discretion. Each Lender agrees that the Sale of any participations or assignments in any Loan shall take place in accordance with all applicable laws, rules and regulations. (bc) Without limiting the provisions of Section 11.1(b) hereof, unless an Event of Default occurs and is continuing, no Lender shall, without the prior written consent of Agent, effect any Sale other than (x) a Sale to one or more Affiliates of such Lender or as required by law, (y) a Sale to GE Capital or (z) a Sale of participations to one or more banks or other financial institutions in accordance with the limitations set forth in Section 11.1(b)(ii) hereof (PROVIDED that, in the case of clauses (x), (y) and (z) of this Section 11.1(c), Agent shall have received prior written notice thereof). Any consent of Agent contemplated hereunder may be given or withheld in its sole discretion and without any consent or approval of Borrower being required. (d) In the event Purchaser assigns Agent or any Lender effects a Sale or otherwise transfers all or any part of any Note consistent with the Noteterms of this Agreement, Company Borrower shall, upon the request of Purchaser Agent or such Lender, (i) issue new Notes to effectuate or evidence effect such assignment or transfertransfer and (ii) execute such amendments to this Agreement as Agent may reasonably deem necessary or appropriate in order that the transferee may become a party thereto. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (de) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, nor release of any Collateral or Guaranty, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; PROVIDED, HOWEVER, that no amendment, waiver or consent shall (i) subject any Lender to any additional obligations (without the written consent of such Lender) or (ii) amend this Section 11.1(e) without the written consent of each Lender affected thereby; and PROVIDED, FURTHER, HOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above to take such action, affect the rights or duties of Agent under this Agreement, any Note or any other Loan Document. (f) If GE Capital shall effect a Sale of any participations in any of the Term Loans to any Person, Borrower shall pay to GE Capital, from time to time, all amounts that the holder of such participation would have been entitled to receive pursuant to Section 2.15(b), 2.17(a) or 2.17(b) hereof if such holder was a Lender under this Agreement and directly held that portion of the Notes (or interest therein) underlying such participation (in which event GE Capital's right to receive such amounts pursuant to such provisions shall be correspondingly reduced).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supercede any previous agreement or understanding between them relating hereto or thereto and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by the Credit Parties and the Lenders in accordance with Section 10.1 (d) hereof. Company The Credit Parties may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, their rights, title, interests, remedies, powers and duties hereunder or thereunder. The Credit Parties hereby consents consent to Purchaserany Lender's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, Purchasersuch Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event Purchaser any Lender assigns or otherwise transfers all or any part of any of the NoteNotes, Company the Borrower shall, upon the request of Purchaser such Lender issue new Notes to effectuate or evidence such assignment or transfer. (c) Purchaser Any Lender may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser such Lender all or a portion of its rights and obligations under the Note Notes held by Purchaser such Lender and this Agreement; provided, however, that (i) acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchasersuch Lender and (ii) the Lenders may not assign any interest in the Notes to any Person who is a competitor of the Borrower without the Borrower's prior consent, except that such consent shall not be required if an Event of Default has occurred and is continuing. A financial institution shall be deemed not to be a competitor of the Borrower for the purposes of this Section. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement Agreement, any Note or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each holder of a Note affected thereby do any of the following: (i) subject such holder to any additional non-ministerial obligations, (ii) reduce the principal of, or interest on, any Note or other amounts payable hereunder or release or discharge any Credit Party from its obligations to make such payments, (iii) postpone any date fixed for any payment of principal of, or interest on, any Note or other amounts payable hereunder, (iv) change the aggregate unpaid principal amount of any Note, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder, or (v) amend this Section 10.1(d).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided thereinby an agreement in writing signed by Borrower and Lender. Company hereby consents to PurchaserBorrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including without limitation, Borrower's sale rights, title, interests, remedies, powers and duties hereunder or thereunder. Lender may, with the prior written consent of Borrower, which consent shall not be unreasonably withheld, sell participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, PurchaserLender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) ; Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of Lender. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, Lender shall not sell participations or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, without the prior written consent of Lender. In the event Purchaser Lender assigns or otherwise transfers all or any part of the Term Note or Revolving Credit Note, Company Lender shall so notify Borrower and Borrower shall, upon the request of Purchaser Lender, issue new Term Notes to effectuate or evidence such assignment Revolving Credit Notes in exchange for the old Term Notes or transfer. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to PurchaserRevolving Credit Notes. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by PurchaserLender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided thereinby an agreement in writing signed by Borrower, Agent and Required Lenders. Company Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to PurchaserAgent's and any Lender's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, PurchaserAgent's and any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) ; and Borrower agrees that it will use its best efforts to assist and cooperate with Agent in any manner reasonably requested by Agent to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lenders and such Lender's respective commitments. Agent and Lenders agree that notwithstanding any sale of participations, assignment, transfer or other disposition of any of the Loan Documents or any portion thereof or interest therein, by any Lender, those Persons that were Lenders on the initial Closing Date shall at all times retain all voting and consensual rights and such Persons shall be at all times regarded as the Lenders for purposes of the definition of Required Lenders. In the event Purchaser Agent or any Lender assigns or otherwise transfers all or any part of the NoteRevolving Credit Notes or the Term Notes, Company Agent or any such Lender shall so notify Borrower and Borrower shall record the assignment pursuant to Section 6.15 hereof, and shall, upon the request of Purchaser Agent or such Lender, issue new Revolving Credit Notes to effectuate or evidence such assignment Term Notes in exchange for the old Revolving Credit Notes or transfer. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to PurchaserTerm Notes. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however: (a) that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (i) increase the Maximum Revolving Credit Loan or the Term Loan or subject any Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Notes or other amounts payable hereunder other than those payable only to Northern which may be reduced by Northern unilaterally, (iii) postpone any date fixed for any payment of principal of, or interest on, the Notes or other amounts payable hereunder, other than those payable only to Northern which may be postponed by Northern unilaterally, (iv) change the aggregate unpaid principal amount of the Notes, or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder, (v) release or discharge any Person liable for the performance of any Obligations of Borrower hereunder or under any of the Loan Documents, or (vi) amend this Section 11.1; and (b) that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Required Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement, any Note or any Loan Document.

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supercede any previous agreement or understanding between them relating hereto or thereto and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by Company and Purchasers in accordance with Section 11.1(d) hereof. Company hereby consents to Purchaser's sale of participationsmay not sell, assignment, assign or transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest thereinthereof, including, without limitation, Purchaser's Company’s rights, title, interests, remedies, powers and duties hereunder or duties thereunder, whether evidenced by a writing or not. (b) In the event a Purchaser assigns or otherwise transfers all or any part of the NoteNotes, Company shall, upon the request of such Purchaser issue new Notes to effectuate or evidence such assignment or transfer. (c) Each Purchaser may sell, assign, transfer or negotiate to (i) one or more of its Affiliates, other lenders, commercial banks, insurance companies, other financial institutions or (ii) any other Person acceptable to Purchaser Company, all or a portion of its rights and obligations under the Note Notes and the other Loan Documents held by such Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to such Purchaser; provided further that the rights of Tontine set forth in Section 7.1 and 7.2 may not be transferred or assigned other than to Affiliates of Tontine; and provided further, no Purchaser may (except to its Affiliates) sell, assign, transfer or dispose of, whether through the sale of participations, assignment, transfer or other disposition or otherwise, less than $1,000,000 principal amount of Notes. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's ’s rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement Agreement, the Notes or any other Transaction Document, nor consent to any departure by Company therefrom, shall in any event be effective unless the same shall be in writing and signed by PurchaserCompany and the Required Purchasers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each holder of a Note affected thereby do any of the following: (i) subject such holder to any additional obligations, (ii) reduce the principal of, or interest on, the Notes or other amounts payable hereunder or release or discharge Company from its obligations to make such payments, (iii) postpone any date fixed for any payment of principal of, or interest on, the Notes or other amounts payable hereunder, (iv) change the aggregate unpaid principal amount of the Notes, or the number of holders thereof, which shall be required for such holders or any of them to take any action hereunder, (v) increase the Conversion Price or (vi) amend this Section 11.1(d).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supercede any previous agreement or understanding between them relating hereto or thereto and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by the Credit Parties and the Lenders in accordance with Section 10.1(d) hereof. Company The Credit Parties may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, their rights, title, interests, remedies, powers and duties hereunder or thereunder. Subject to Section 10.1(c) hereof, the Credit Parties hereby consents consent to Purchaserany Lender's sale of participations, assignment, transfer or other disposition, at any time or times, times of any of the Transaction Loan Documents or of any portion thereof or interest therein, including, without limitation, Purchasersuch Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. (b) In the event Purchaser any Lender assigns or otherwise transfers all or any part of the NoteNotes, Company Interep shall, upon the request of Purchaser such Lender issue new Notes to effectuate or evidence such assignment or transfer. (c) Purchaser Following the receipt of Interep's written consent, which consent may not be unreasonably withheld, and at any time or times following the occurrence and during the continuance of an Event of Default without the need for such written consent, any Lender may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note Notes held by Purchaser such Lender and this Agreement; provided, however, that so long as no Event of Default has occurred and is continuing, no such assignment or transfer shall be made by any Lender to any direct competitor, or to an Affiliate of a direct competitor, of Interep; provided, further however, that an Affiliate for such purposes shall not include in any event any entity which is a bank or other financial institution, or is otherwise engaged primarily in lending. The acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchasersuch Lender. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement Agreement, the Notes or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by Purchaserthe Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby do any of the following: (i) subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, any Loan or other amounts payable hereunder or the Notes or release or discharge any Credit Party from its obligations to make such payments, (iii) postpone any date fixed for any payment of principal of, or interest on, any Loans or other amounts payable hereunder or the Notes, (iv) change the aggregate unpaid principal amount of any Loan or any Note, or the number of Lenders, which shall be required for such Lenders or any of them to take any action hereunder, or (v) amend this Section 10.1(d).

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between among the parties with respect to the subject matter hereof hereof, supersede any prior agreements, written or oral, with respect thereto and may not be modified, altered or amended except as provided thereinby an agreement in writing signed by Borrower and Lender. Company hereby consents to Purchaser's sale of participationsBorrower may not sell, assignment, assign or transfer or other disposition, at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest thereinthereof, including, without limitation, Purchaserincluding Borrower's rights, title, interests, remedies, powers and duties hereunder or duties thereunder, whether evidenced by a writing or not. (b) . In the event Purchaser Lender or any Assignee Lender assigns or otherwise transfers all or any part of the Note, Company Borrower shall, upon the request of Purchaser Lender or such Assignee Lender, issue a new Notes note to effectuate or evidence such assignment or transfer. (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto). (d) No amendment or waiver of any provision of this Agreement or the Note or any other Loan Document, no consent to any departure by Borrower therefrom, shall in any event be by effective unless the same shall be in writing and signed by PurchaserLender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by Lender and all Assignee Lenders affected thereby, do any of the following: (i) subject Lender or any Assignee Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Note or other amounts payable hereunder other than those payable only to the Lender which may be reduced by Lender unilaterally, (iii) postpone any date fixed for any payment of principal of, or interest on, the Note or other amounts payable hereunder, other than those payable only to Lender which may be postponed by Lender unilaterally, (iv) change the aggregate unpaid principal amount of the Note, (v) release or discharge any person liable for the performance of any obligations of Borrower hereunder or under any of the Loan Documents, or (vi) amend this Section; and provided, further, however, that no amendment, or waiver or consent shall, unless in writing and signed by Lender affect the rights or duties of Lender under this Agreement, the Note or any Loan Document.

COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided thereinin accordance with Section 11.1(e) below. (b) Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Company Borrower hereby consents to PurchaserAgent's and any Lender's sale of participations, assignment, transfer or other dispositiondisposition (each, a "Sale"), at any time or times, of any of the Transaction Loan Documents or of any portion thereof or interest thereintherein to any bank or other financial institution, including, without limitation, PurchaserAgent's and any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not.; PROVIDED, HOWEVER, that, unless an Event of Default has occurred and is continuing, no Lender shall (without the written consent of Borrower and Agent) (bi) In the event Purchaser assigns or otherwise transfers all or effect any part Sale of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate or evidence any Term Loans (A) if such assignment or transfer. Sale would result in any increased tax withholding obligation (c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (andor, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreementa Sale by any Lender other than GE Capital, if such assignor shall cease Sale would result in any additional payment being required to be made by Borrower pursuant to Section 2.13 hereof) and (B) unless GE Capital or any of its Affiliates would, after giving effect to such Sale, retain more than 50% of the aggregate principal amount of the Notes or (ii) effect a party hereto). Sale of participations to one or more banks or other financial institutions (d"Participants") No amendment in or waiver to any of the Notes or any provision portion thereof or interest therein, PROVIDED that any Lender may effect a Sale of this Agreement shall such participations so long as (w) such Lender does not sell (A) participations in any event be effective unless an aggregate of 50% or more of the same shall be in writing and signed by Purchaser, and then aggregate principal amount of such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.Lender's Notes or