Any provision of this Agreement may be modified, supplemented or waived only by an instrument in writing duly executed by the Company and Purchasers’ Agent (with the consent of the Majority-in-Interest of the Notes).  Any such modification, supplement or waiver shall be for such period and subject to such conditions as shall be specified in the instrument effecting the same and shall be binding upon Purchasers’ Agent and each Purchaser, each holder of any of the Secured Obligations and the Company, and any such waiver shall be effective only in the specific instance and for the purposes for which given.